cover converted - Talaat Moustafa Group Holding Company (TMGH)
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Table of Contents<br />
Letter from the Management . . . . . . . . . . . . . . . . . . . . . 4<br />
TMG at a Glance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6<br />
2007 Calendar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8<br />
Shareholders’ Review: . . . . . . . . . . . . . . . . . . . . . . . . . . . 10<br />
Board of Directors<br />
Disclosure & Shareholder Information<br />
Corporate Governance<br />
2 - 3<br />
About TMG: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18<br />
History and Evolution of TMG<br />
The TMG Brand Name<br />
Awards & Recognition<br />
TMG <strong>Group</strong> Structure<br />
Real Estate Review: . . . . . . . . . . . . . . . . . . . . . . . . . . 26<br />
Market Overview<br />
TMG, a Market Leader
Current Projects<br />
Completed Projects<br />
Hotels & Resorts Review: . . . . . . . . . . . . . . . . . . . . . . . 52<br />
Market Overview<br />
TMG’s Hotel and Resort Complexes<br />
Operating Hotels<br />
Future Developments<br />
International Expansion Strategy . . . . . . . . . . . . . . . . . 72<br />
Corporate Social Responsibility . . . . . . . . . . . . . . . . . . . 73<br />
Executive Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74<br />
Financial Review: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76<br />
CFO Report<br />
Proforma Financials<br />
Consolidated Financials<br />
TMG Annual Report 2007
Letter from the Management<br />
“Our well-built status was no fluke or stroke of luck …<br />
It is the fruit of hard, nonstop work”<br />
Dear Valued Shareholders:<br />
The year 2007 was definitely a very significant year in the life<br />
of TMG. It marked the consolidation of the various companies<br />
of the group operating in the real estate and tourism development<br />
activities under one umbrella, the “<strong>Talaat</strong> <strong>Moustafa</strong> <strong>Group</strong><br />
<strong>Holding</strong> <strong>Company</strong> (TMG)”, witnessed TMG's successful share<br />
offering which generated unprecedented results in the Egyptian<br />
financial market, and recorded remarkable growth rates in sales<br />
volume and value as well as bottom line figures.<br />
Consolidating the <strong>Group</strong>'s activities under one holding company<br />
enabled TMG to own a significant share, estimated at 30%, in<br />
the real estate development sector and positioned it as the<br />
leading Egyptian community real estate and tourism developer,<br />
owning some of the largest scale projects being developed by<br />
the private sector in the Middle East region at large.<br />
Furthermore, TMG clearly demonstrated the enormous credibility<br />
it enjoys among its peer domestic, regional and International<br />
market players when it undertook its private and public share<br />
offering in November 2007. Results of the offering of TMG<br />
shares revealed an outstanding interest from Arab and<br />
International investors, whereby the subscription to the institutional<br />
and International offering was <strong>cover</strong>ed 17 times with total bids<br />
of LE 65 bn, while the retail offering was <strong>cover</strong>ed 41.4 times,<br />
receiving total bids of LE 29.6 bn.<br />
In 2007, total real estate unit pre- sales amounted to LE 10.368<br />
bn compared to LE 6.2 bn in 2006, recording a significant<br />
growth of 67%, total proforma consolidated revenues reached<br />
LE 1.87 bn, while gross profit reached LE 850 mn, implying a<br />
gross profit margin of 45.6%, and net profit recorded LE 1.341<br />
bn at the end of the year.<br />
As we move into 2008, we do so from a position of considerable<br />
financial strength and confidence in our ability to grow our<br />
business and provide consistent, superior value to both our<br />
shareholders and our clients. Our strategy is clear and focused,<br />
built upon:<br />
- Maximizing return on long-term pipeline projects through the<br />
continued use of the flexible “phasing” business model<br />
4 - 5<br />
- Maintaining a rigorous selection process for new development<br />
opportunities<br />
- International expansion in markets similar to our current market<br />
- Increasing weighting of stable revenues form hotel and resort<br />
complexes<br />
- Maintaining and enhancing reputation for quality and attention<br />
to details<br />
- Exploring new financing techniques<br />
We have already selected the Kingdom of Saudi Arabia to be<br />
the first step of our International expansion strategy in the real<br />
estate sector, as we will carry out two projects in Riyadh and<br />
Jeddah. Furthermore, we will continue to evaluate additional<br />
opportunities for expanding our development platform<br />
internationally, particularly in locations where we believe to<br />
enjoy competitive advantages similar to those in our domestic<br />
market.<br />
We are committed towards our investors to maintain steady<br />
growth rates, increase profit margins, and to continue operating<br />
through our low-risk phasing business model, in addition to<br />
striving to self-finance all our projects through our pre-sales,<br />
whcih is reflected in increasing returns on equity and maintaining<br />
a sound business development scheme.<br />
We fully realize that we are demanding a great deal of our<br />
teams. That is all the more reason, we want to thank all our<br />
employees, on behalf of the Board of Management, for their<br />
hard work and dedication. Without their expertise, professionalism,<br />
and personal commitment we would not have been<br />
where we are today. We also thank you, the shareholders, for<br />
your trust and your support, which we will continue to do<br />
everything in our power to maintain.<br />
TMG <strong>Holding</strong><br />
Management Team
“As we move into 2008, we do so from a position of considerable<br />
financial strength and confidence in our ability to grow our business<br />
and provide consistent, superior value to both our shareholders<br />
and our clients.”<br />
TMG Annual Report 2007
TMG at a Glance<br />
TMG at a glance<br />
Our Vision<br />
To build and operate the most exclusive<br />
self-sustained modern communities<br />
and tourism destinations in the MENA<br />
region to meet and exceed customer's<br />
aspirations for a unique lifestyle and<br />
create value for our customers and<br />
shareholders.<br />
<strong>Talaat</strong> <strong>Moustafa</strong> <strong>Group</strong> (TMG) is the leading community real<br />
estate developer in Egypt and the Middle East, drawing upon<br />
over 20 years of experience in the real estate development<br />
industry to create innovative solutions to cater for the type and<br />
quality of accommodation demanded by the rising middle and<br />
upper middle classes of the Egyptian community. TMG's vision<br />
is to create community developments by establishing selfsustained<br />
residential city and community complexes for the<br />
upper and middle classes.<br />
TMG was the first to identify the lack of integrated modern<br />
communities in Egypt which meet all of the lifestyle needs of<br />
their residents by providing facilities and services on site. We<br />
continue to maintain the communities which we create and<br />
ensure that services we provide conform with international<br />
standards while maintaining profitability. This has resulted in<br />
TMG's strong reputation with its customers for reliability and<br />
quality.<br />
6 - 7<br />
Our Mission<br />
For our <strong>Group</strong> to be the first choice for<br />
customers in the real estate and tourism<br />
development industries in the MENA<br />
region, as we provide them with a better<br />
quality of living, and provide our<br />
shareholders with an increasing value<br />
for their investments, and provide our<br />
employees with excellent opportunities<br />
for distinction and success, and<br />
contribute to the development and<br />
prosperity of our communities.<br />
Our flexible phasing model allows TMG to satisfy the needs of<br />
the middle to upper classes. Such customer satisfaction is further<br />
supplemented by the wide selection of residential unit designs<br />
and the provision of alternative financing schemes ensuring<br />
affordability.<br />
Based on comprehensive market research, TMG indentified a<br />
gap in the Egyptian market in Egypt for high-end hotels and a<br />
lack of luxury tourism facilities despite the rising investment and<br />
economic growth the country witnessed since the 1990s. TMG<br />
applied its business model for City and Community complexes<br />
to its Hotels and Resorts business. The combination of real estate<br />
and tourist product created by establishing complexes which<br />
are managed by world class hotel management companies<br />
provide a level of service that had not previously been witnessed<br />
in Egypt.
Our Corporate Values<br />
Creativity and Motivation<br />
Credibility and Integrity<br />
Customer Focus<br />
Teamwork<br />
TMG seeks to address actual demand in the Egyptian real estate<br />
and tourism markets by adopting a carefully managed process<br />
when embarking on any new project. The process includes<br />
conducting thorough market research to ascertain customer<br />
requirements, commissioning feasibility studies and employing<br />
leading international firms to carry out planning, design, and<br />
implementation.<br />
Our philosophy is further supported by the strong managerial<br />
and organisational structure we have developed. Our employees<br />
understand the concept of teamwork and we pay careful attention<br />
to the quality of our workforce by providing regular training and<br />
maintaining professional development programs.<br />
TMG Annual Report 2007
2007 Calendar<br />
Euromoney Conference San Stefano Opening<br />
AL-Rehab Open Food-Court<br />
Incorporation of TMG <strong>Holding</strong><br />
February 2007<br />
<strong>Talaat</strong> Mostafa <strong>Group</strong> <strong>Holding</strong> S.A.E.<br />
was established on 13th of February 2007<br />
under the provisions of law 95 of 1992<br />
and its executive regulations and registered<br />
in Egypt under Commercial Registration<br />
number 187398 on 3rd of April 2007.<br />
The holding company has under its<br />
umbrella all real estate and hotel<br />
development activities and companies of<br />
the <strong>Talaat</strong> <strong>Moustafa</strong> <strong>Group</strong>.<br />
Euromoney Egypt Housing Real<br />
Estate Finance Conference<br />
14th of May 2007<br />
With Hisham <strong>Talaat</strong> <strong>Moustafa</strong>, TMG<br />
Chairman, being one of the premier<br />
participating panelists in the Real Estate<br />
Session, TMG participated in the<br />
Euromoney Egypt Housing Real Estate<br />
Finance Conference held in Cairo in<br />
May and attended by over 600 people.<br />
Leading public and private sector figures<br />
8 - 9<br />
discussed how far the Egyptian housing<br />
and housing finance markets had come<br />
and assessed what needs to be done to<br />
move the markets to the next stage.<br />
San Stefano Opening<br />
3rd of July 2007<br />
July 2007 witnessed the opening of the<br />
iconic San Stefano Grand Plaza and a<br />
highly treasured visit by H.E. President<br />
Hosny Mubarak honoring the monumental<br />
project. Edging the Mediterranean<br />
in a setting of legendary glamour,<br />
the opening of San Stefano gave a<br />
chance to dis<strong>cover</strong> an intimate enclave<br />
within the stately Grand Plaza shopping<br />
and residential complex, as well as<br />
classically elegant accommodations,<br />
European spa treatments and terraced<br />
restaurants with fresh sea breezes.<br />
Opening of AL-Rehab Open<br />
Food-Court<br />
Summer 2007<br />
Summer 2007 witnessed the opening<br />
of a new open food area in AL Rehab<br />
city on an area of 29,000 sqm<br />
surrounded by a marvelous green area<br />
allowing Al Rehab residents and visitors<br />
to enjoy a variety of international and<br />
local cuisines of renowned chains such<br />
as Mercato Italiano, Los Getsos,<br />
Arabiata, Quick 24, le Revé, Hardee's,<br />
Tekka, KFC, Pizza Hut, Cinnabon, Costa<br />
café, and El Shabrawy.<br />
AL-Rehab Mall 2 Opening<br />
August 2007<br />
Rehab Mall 2, the largest shopping mall<br />
in Al-Rehab city and one of the largest<br />
in New Cairo, opened in August 2007<br />
to serve as an attraction to all New Cairo<br />
residence. With an array of national and<br />
international brand names and a variety<br />
of products and entertainment facilities<br />
all in one place, Rehab Mall 2 provides<br />
shoppers with all their needs and makes<br />
their shopping experience an easy and<br />
pleasurable one. The mall also organizes<br />
different events throughout the year;
AL-Rehab Mall 2 Opening<br />
from Kids’ fun days to free giveaways<br />
to reputable bands playing live at the<br />
mall premises. This is in addition to the<br />
amusing Fun City in-house entertainment<br />
park and the different restaurants<br />
available at the mall.<br />
TMG Corporate Restructuring<br />
Completed<br />
October 2007<br />
In June 2007, TMG initiated a corporate<br />
restructuring using a share swap mechanism<br />
in order to consolidate the real<br />
estate and hotel development activities<br />
of the <strong>Talaat</strong> <strong>Moustafa</strong> group companies<br />
under TMG <strong>Holding</strong> as the holding<br />
company of the group. The restructuring<br />
was completed in October 2007.<br />
TMG <strong>Holding</strong>’s Successful Share<br />
Offering<br />
November 2007<br />
TMG clearly demonstrated the massive<br />
credibility it enjoys among its peer<br />
TMG's Shares Publicly Traded<br />
domestic, regional, and international<br />
markets, when it undertook a retail<br />
offering and an institutional and<br />
international offering of 395 mn shares<br />
for subscription in TMG in November<br />
2007. The institutional and international<br />
offering was 17-times over-subscribed<br />
by global institutional investors, with an<br />
order book amounting to LE 65 billion,<br />
whereas the retail offering was oversubscribed<br />
by 41.4-times, with an order<br />
book value of LE 29.6 billion.<br />
TMG's shares Publicly Traded<br />
November 28, 2007<br />
TMG shares started to be traded on the<br />
Cairo and Alexandria Stock Exchange<br />
(CASE).<br />
2nd Cairo Investment Forum<br />
9th & 10th December 2007<br />
Following up on its participation in the<br />
first forum in December 2006, TMG took<br />
part in the Second Cairo Investment Fo-<br />
2nd Cairo Investment Forum<br />
rum held under the Patronage of H.E.<br />
President Hosny Mubarak, the Ministry<br />
of Investment, and the General Authority<br />
for Investment & Free Zones (GAFI), and<br />
organized by Al-Iktissad Wal-Aamal<br />
<strong>Group</strong>. The event highlighted the growing<br />
interest of the Arab and International<br />
business community in the<br />
process of change underway in the Egyptian<br />
economy, its strong growth, and the<br />
increasing number and range of<br />
investment opportunities in it. The participation<br />
of Mr. Hisham <strong>Talaat</strong> <strong>Moustafa</strong><br />
in the Real Estate Developers' Session<br />
spotlighted the importance of publicprivate<br />
partnerships and the role of<br />
foreign direct investments to achieve<br />
sustainable economic development<br />
through linkages opportunities.<br />
TMG Annual Report 2007
Shareholders’ Review
Board of Directors<br />
Disclosure & Shareholder Information<br />
Corporate Governance
Board of Directors<br />
Hisham <strong>Talaat</strong> <strong>Moustafa</strong><br />
12-13<br />
Chairman<br />
He is the Chairman of TMG<br />
<strong>Holding</strong> Co. announced in<br />
November 2007. Prior to<br />
that he was also Chairman<br />
and CEO of each of the<br />
operating companies in the<br />
real estate and tourism development<br />
sectors in the <strong>Group</strong>. He is also a member<br />
of the Egyptian Shura Council (parliament), and the<br />
Deputy Chairman of the Economic Committee thereof,<br />
as he was unanimously elected on May 5th, 2004 by<br />
the first district in Alexandria. Mr. <strong>Moustafa</strong> was born in<br />
Alexandria in 1959, and is the youngest son of Eng.<br />
<strong>Talaat</strong> <strong>Moustafa</strong>, the founder of the <strong>Talaat</strong> <strong>Moustafa</strong><br />
<strong>Group</strong>. He received a Bachelor of Commerce, Accounting<br />
Section, from Alexandria University in 1980. Mr.<br />
<strong>Moustafa</strong> combines practical experience with academic<br />
knowledge, and has attended several specialized advanced<br />
professional training courses in his field.<br />
Tarek <strong>Talaat</strong> <strong>Moustafa</strong><br />
Non-Executive Member<br />
He is the Chairman and<br />
Managing Director of Alexandria<br />
Construction <strong>Company</strong>,<br />
one of the largest contractors<br />
in the MENA Region. He is<br />
also the Executive Chairman<br />
of other companies as Alexandria<br />
for Electrical Works, Alexandria for Glass Manufacturing,<br />
Alexandria for Tunnels, and Alexandria for<br />
Construction and Decoration, in addition to being a board<br />
member of a number of the real estate development<br />
companies in the group. He is an elected member of the<br />
Egyptian Parliament and chairs its Housing and Infrastructure<br />
Committee, a member of the National Democratic Party,<br />
the Board of the Egyptian Construction Contractors Union,<br />
and the National Union of the Chambers of Commerce,<br />
as well as being the founder of the Youth Association of<br />
Sidi Gaber. He received a Bachelor's degree in Civil<br />
Engineering from Alexandria University in 1975.<br />
Yehia Mohammed<br />
Awad Bin Laden<br />
Non-Executive Member<br />
He is also a director of Arab<br />
Cement <strong>Company</strong> Limited,<br />
Teba <strong>Company</strong> for Investment<br />
and Real Estate Developments,<br />
White Cement<br />
<strong>Company</strong>, Al-Azezeya for<br />
Investment and Real Estate<br />
Developments, Jeddah <strong>Holding</strong> <strong>Company</strong> for Developments<br />
and Orax <strong>Company</strong>, all of which are companies<br />
controlled by the Bin Laden family. He received a<br />
Bachelor's degree in Industrial Engineering from Northeastern<br />
University, Boston, Massachusetts.<br />
Mahmoud Mohamed<br />
Mahmoud<br />
Non-Executive & Indpendent<br />
Member<br />
He is also a consultant to<br />
TMG. He was a board<br />
member of The Egyptian<br />
Central Bank from 2000 to<br />
2003, a board member of<br />
the Egyptian Highest Council<br />
of Exportation in 1999, Highest Council of Investment<br />
in 1998, <strong>Holding</strong> <strong>Company</strong> for Tourism in 1992, and<br />
the Public Authority for Tourism Developments in 1992.<br />
He was also the chairman of Egypt Export Development<br />
Bank from 1996 to 2003, the minister of Economics<br />
and Foreign Trade from 1993 to 1996, the Chairman<br />
of Banque Misr from 1987 to 1990, the head of<br />
Federation of Egyptian Banks from 1988 to 1990, and<br />
a member of Shura Council between 1992 and 1998.<br />
He received both a Bachelor's degree in Commerce<br />
and a Post-graduate Diploma in Tax Accounting from<br />
Cairo University in 1951.
Omar Mohamed<br />
Bin Laden<br />
Non-Executive Member<br />
He has also been the<br />
Chairman of the Real Estate<br />
<strong>Group</strong> since 2002, and prior<br />
to that time was a director<br />
and Chief Executive Officer<br />
of Asia Pacific and a General<br />
Manager for the Contracting<br />
Division of the Bin ladin <strong>Company</strong>, which is a company<br />
controlled by the Bin Laden family. He received a<br />
Bachelor's degree in Civil Engineering from the University<br />
of Miami in 1974.<br />
Hany Sarie El Din<br />
Non-Executive & Indpendent<br />
Member<br />
He has been a Professor of<br />
Law at Cairo University since<br />
2001. He was Chairman of<br />
the Egyptian Capital Markets<br />
authority for two years ending<br />
in June 2007. Prior to that,<br />
he was a practicing lawyer. He received a Bachelor's<br />
degree in Law from Cairo University in 1995, and a<br />
Doctorate in Law from Queen Mary College, London<br />
in 1999.<br />
Mohamed Hesham El Sherief<br />
Shareholders’ Review<br />
Non-Executive & Indpendent<br />
Member<br />
He has been a professor of<br />
Management Administration<br />
at the American University in<br />
Cairo since 1985. He was<br />
also the Deputy President at<br />
The American University in<br />
Cairo from 1991 to 1994. He received a Bachelor's<br />
degree in Military Science and Engineering from the<br />
Egyptian Military Technical College in 1975, a Masters<br />
degree in Computers and Automatic Control from Alexandria<br />
University in 1978, and a Doctorate in Administration<br />
and Engineering from Massachusetts Institute of<br />
Technology in 1982.<br />
Hany <strong>Talaat</strong> <strong>Moustafa</strong><br />
Non-Executive Member<br />
He is also Chairman of<br />
Alexandria Agricultural<br />
<strong>Company</strong> and certain other<br />
companies operating in the<br />
agricultural sector in which<br />
the <strong>Talaat</strong> <strong>Moustafa</strong> family<br />
has significant holdings since<br />
2002. Prior to that time, he was an engineer from 1978<br />
to 1981, a board member from 1981 to 1982 and<br />
the Managing Director from 1982 to 2002 of Alexandria<br />
Agricultural <strong>Company</strong>. He is also a member of the<br />
boards of various companies operating in the real estate<br />
and construction sectors in which the <strong>Talaat</strong> <strong>Moustafa</strong><br />
family has significant holdings. He received a Bachelor's<br />
degree in Civil Engineering from the University of<br />
Alexandria in 1978.<br />
TMG Annual Report 2007
Board of Directors Continued<br />
Ali Abdallah Ali<br />
14-15<br />
Executive Member<br />
He has been a Vice President<br />
for Investments of one of the<br />
Operating Companies since<br />
2000. Prior to that time he<br />
was a Vice President of Faisal<br />
Bank focusing on real estate<br />
financing. He received a Bachelor of Commerce degree<br />
from the University of Cairo in 1961.<br />
Hossam El Din Mohamed<br />
Abdallah Helal<br />
Non-Executive & Indpendent<br />
Member<br />
He is also the Managing and<br />
International Practice Partner<br />
for Grant Thornton Mohamed<br />
Hilal, an accounting firm. He<br />
has worked for this firm and its predecessors and related<br />
firms since 1975. He received his Bachelor of Commerce<br />
degree from the University of Cairo in 1975.<br />
Maoud Hassanein<br />
El Habashi<br />
Non-Executive Member<br />
He is the Chairman and Managing<br />
Director of Misr Insurance<br />
<strong>Company</strong>. He is also<br />
a board member of the<br />
Faculty of Commerce of<br />
Cairo University, the Central<br />
Egyptian Bank, and Egyptian-Gulf Bank. He received<br />
a Bachelor of Commerce degree in 1964, a Masters<br />
degree in Commerce in 1972, and a Doctorate in<br />
Philosophy in 1977, all from Cairo University.
Disclosure & Shareholder Information<br />
Share Information<br />
Issued & paid-in Capital LE 20.302 bn<br />
Number of Shares 2,030.2 mn shares at a par value of LE 10/share<br />
Free Float 25 %<br />
Market Capitalization (as at December 31st 2007) LE 25 bn<br />
Listing Cairo & Alexandria Stock Exchanges<br />
Reuters Code <strong>TMGH</strong>.CA<br />
25.00%<br />
27.15%<br />
TMG RE & Tourism Investment<br />
47.85%<br />
Other incl.Free Float Strategic Shareholders<br />
TMG Offering:<br />
TMG offered 395 mn shares through a retail and an institutional<br />
and international offering at a ratio of 16.5% and 83.5%,<br />
respectively. The institutional and international offering took<br />
place over two tranches at a price of LE 11.6/share; the primary<br />
tranche amounted to 215 mn shares, while the secondary<br />
tranche amounted to 115 mn shares. The retail offering,<br />
amounting to 65 mn shares, was executed at a price of LE<br />
11/share, a 5% discount from the institutional and international<br />
offering price. Results of the offerings revealed an outstanding<br />
interest from Arab and international investors, whereby the<br />
subscription to the institutional and international offering was<br />
<strong>cover</strong>ed 17x with total bids of LE 65 bn, the retail offering was<br />
<strong>cover</strong>ed 41.4x, receiving total bids of LE 29.6 bn.<br />
TMG's shares started to be traded on CASE on November 28,<br />
2007.<br />
Share Capital<br />
As a result of the offering, the <strong>Company</strong>'s issued and paid up<br />
capital amounted to LE 20,302,035,500 divided over<br />
2,030,203,550 shares at a par value of LE 10 per share as at<br />
December 31, 2007.<br />
Shareholding Structure<br />
TMG RE & Tourism Investment (including <strong>Talaat</strong> <strong>Moustafa</strong> family<br />
and the Saudi group, the most renowned of which is the Bin<br />
Laden of Saudi) hold 47.85% of <strong>TMGH</strong>'s shares, strategic<br />
shareholders hold 27.15%, and 25% is other shareholders<br />
including public free float.<br />
Shareholding Structure<br />
15%<br />
2%<br />
5%<br />
2%1%<br />
4%<br />
Shareholders’ Review<br />
Dividend Policy<br />
As a <strong>Holding</strong> <strong>Company</strong>, TMG’s ability to pay dividends depends<br />
on the dividends it receives from its subsidiaries and affiliates.<br />
The <strong>Company</strong> was incorporated in April 2007 and was not yet<br />
due to pay any dividends as at the end of fiscal year 2007. Its<br />
first full year consolidated results will be at the end of fiscal year<br />
2008. As with its individual subsidiaries, TMG <strong>Holding</strong> will<br />
follow a policy of paying dividends whenever permitted by its<br />
results of operations, financial position, investment and liquidity<br />
requirements, legal reserves, and minimum capital requirements.<br />
Disclosure<br />
To ensure full disclosure and transparency, TMG reports its<br />
consolidated financials on quarterly basis following the Egyptian<br />
Accounting Standards (EAS). These are posted on the company<br />
website (www.tmgholding.com) along with all relevant company<br />
news and updates.<br />
3%<br />
68%<br />
Egypt UK KSA UAE<br />
Norway Europe Others<br />
USA<br />
TMG Annual Report 2007
Corporate Governance<br />
TMG is committed to achieving and maintaining the highest standards of corporate<br />
governance. The key corporate governance practices include:<br />
The Board of Directors<br />
TMG’s 11-member board of directors includes 4 independent<br />
and non-executive directors, all of whom are re-nowned public<br />
and professional figures:<br />
Mahmoud Mohamed Mahmoud<br />
Consultant & Former Board Member of Egyptian Central Bank<br />
Mohamed Hesham El Sherief<br />
Professor of Management at the American University in Cairo<br />
(AUC)<br />
Hany Sarie El Din<br />
Professor of Law at Cairo University & Former Chairman of<br />
Egyptian Capital Market Authority (CMA)<br />
Hossam El Din Abdallah Helal<br />
Managing Partner for Grant Thornton<br />
Board Committees<br />
The Board of Directors also has two independent committees,<br />
the Audit Committee and the Nomination and Remuneration<br />
Committee, both of which are composed of and chaired by<br />
non-executive directors. The duties and responsibilities of the<br />
two committees are in line with the Egyptian Capital Market<br />
Authority (CMA) regulations as well as the U.K. standards as<br />
based on the recommendations of Nester, the renowned UKbased<br />
consultancy firm.<br />
16-17<br />
Audit Committee<br />
As required by CASE Listing Regulations, the <strong>Company</strong> has an<br />
Audit Committee composed of three non-executive directors.<br />
The Audit Committee is accountable to the Board of the <strong>Company</strong><br />
and not to executive management of the <strong>Company</strong>.<br />
The primary functions delegated by the Board to the Audit<br />
Committee are to assist the Board of Directors in fulfilling<br />
its oversight responsibilities through:<br />
inspection and review of the internal audit procedures of the<br />
company.<br />
inspection and review of the accounting standards applied<br />
in the company and any changes resulting from the application<br />
of new accounting standards;<br />
inspection and review of the internal audit procedures, plans<br />
and results;<br />
inspection and review of the periodic administrative information<br />
that is presented to the different levels of management and<br />
the methods of such preparation and timing of submission;<br />
inspection of the procedures that are followed in the preparation<br />
and review of the following:<br />
(a) the periodic and annual financial statements;<br />
(b) the public or private placement circulars for offerings of<br />
securities;<br />
(c) the estimated budgets, including the estimated cash flows<br />
and income statements;<br />
ensuring the implementation of appropriate audit procedures<br />
in order to protect the assets of the company and undertaking<br />
periodic evaluations of these procedures to ensure conformity<br />
by the company with applicable accounting and audit rules<br />
and preparing a report,on a periodical basis, on the adequacy<br />
of those procedures.
The Audit Committee must ensure that the company’s management<br />
is following the recommendations of the company’s auditor<br />
and the CMA; and any other functions that the Board<br />
may deem necessary for the benefit of the company.<br />
The Board of Directors is required to adopt the Audit Committee’s<br />
recommendations within 15 days of receiving notice of such<br />
recommendations. If the Board does not follow the<br />
recommendations, the chairman of the Audit Committee must<br />
notify both the CMA and CASE.<br />
Chairman: Hossam El Din Abdallah Helal<br />
Members: Mohamed Hesham El Sherief and Mahmoud<br />
Mohamed Mahmoud<br />
Nomination and Remuneration Committee<br />
On 28 October 2007, the Board of Directors of the <strong>Company</strong><br />
approved a set of principles in order to promote sound corporate<br />
governance (the “Corporate Governance Principles”). Pursuant<br />
to the Corporate Governance Principles, the <strong>Company</strong> has<br />
established, in addition to the required Audit Committee, a<br />
Nomination and Remuneration Committee, which is required<br />
to comprise no fewer than three members, at least two of whom<br />
must be non-executive directors of the <strong>Company</strong>. The Nomination<br />
and Remuneration Committee is accountable to the Board of<br />
the <strong>Company</strong> and not to executive management of the <strong>Company</strong>.<br />
Shareholders’ Review<br />
The primary functions of the Nomination and Remuneration<br />
Committee are to:<br />
make recommendations regarding board membership<br />
nominations by the Board of Directors to the shareholders’<br />
meeting;<br />
perform periodic and ongoing reviews of whether the Directors<br />
have the requisite skills for the performance of their functions;<br />
evaluate the composition of the Board of Directors and make<br />
recommendations to the Board of Directors regarding the<br />
same for the Board of Directors to consider in proposals to<br />
the shareholders’ meeting;<br />
ensuring on regular basis, the independence of non-executive<br />
members and the absence of conflicts of interest in cases<br />
where the member is also a member of the board of another<br />
company;<br />
make recommendations of clear policies for the remuneration<br />
of Directors and executive management and referring to<br />
those standards regarding their performance in assessing<br />
such remuneration;<br />
make recommendations regarding compensation for Directors<br />
and executive management.<br />
Chairman: Hany Sarie El Din<br />
Members: Hossam El Din Abdallah Helal and Mahmoud<br />
Mohamed Mahmoud<br />
TMG Annual Report 2007
About TMG
History and Evolution of TMG<br />
The TMG Brand Name<br />
Awards & Recognition<br />
TMG <strong>Group</strong> Structure
History and Evolution of TMG<br />
The <strong>Talaat</strong> <strong>Moustafa</strong> <strong>Group</strong> developed its business with a focus on quality, timely delivery, and<br />
adherence to precise specifications.<br />
Origins since the seventies<br />
In the early seventies, Eng. <strong>Talaat</strong> <strong>Moustafa</strong> founded his company<br />
and entered the business in Egypt. The <strong>Talaat</strong> <strong>Moustafa</strong> family<br />
developed its business with a focus on quality, timely delivery,<br />
and adherence to precise specifications.<br />
Opportunities in real estate development<br />
In the mid 1980s, Mr. Hisham <strong>Talaat</strong> <strong>Moustafa</strong> began eying<br />
entering into large scale real estate development projects, having<br />
identified an opportunity arising out of a government-sponsored<br />
development programme commenced in 1983 to counteract<br />
the housing shortage in Egypt and to improve the quality of life<br />
for its citizens. As part of this programme, the government<br />
allowed development by the private sector and promoted the<br />
development of a series of nine new satellite cities in the<br />
undeveloped desert areas around Cairo, to be linked together<br />
by a ring road.<br />
Development of Al Rawda Al Khadra<br />
In 1987, real-estate activities started with the inauguration of<br />
Al Rawda Al Khadra Village, over an area of 84,000 sqm, in<br />
Abu Youssef in Alexandria. The project was sold out in 1990.<br />
Establishment of Alexandria Real-Estate Investment<br />
In January 1988, AREI was established as the <strong>Talaat</strong> Mostafa<br />
<strong>Group</strong> (TMG)'s real-estate development arm operating under<br />
Law No. 159/1981. AREI's first project, "Virgenia Beach Village",<br />
which extends over 365,4000 sqm on the Northern Coast,<br />
gained good reputation and was sold out in 1995.<br />
High presence into community development<br />
TMG saw an opportunity to expand this model by developing<br />
similar complexes as part of the satellite cities on the outskirts<br />
of Cairo. TMG submitted two successful proposals to develop<br />
portions of this land and in 1994 commenced sales for residential<br />
units in its May Fair and Al Rabwa I city and community complexes<br />
in Al Shorouk, East of Cairo and Al Sheikh Zayed, West of Cairo<br />
respectively. Substantially all of the residential units in these<br />
complexes were fully delivered by 2004.<br />
1987 88 89 90 91 92 93 94 95 96 97<br />
Al Rawda Al Khadra<br />
20-21<br />
May Fair<br />
Al Rabwa I<br />
Four Seasons Sharm El Sheikh<br />
Four Seasons Nile Plaza<br />
1997-2011: Al Rehab I<br />
Virgenia Beach
Building upon its success<br />
TMG bid to develop even larger areas of land on the outskirts<br />
of Cairo and in 1996 began to develop the first phase of the<br />
company's flagship Al Rehab I in New Cairo, the first fullyintegrated<br />
city and community complex in Egypt. Due to the<br />
high demand for properties in the area of Al Rehab I, TMG<br />
commenced sales in the extension of this community, known as<br />
Rehab II in 2006, and construction is estimated to be completed<br />
in 2017. During the same year, TMG also launched Al RabwaII.<br />
The largest all-inclusive enclosed city in the Middle East<br />
In July 2006, the group started the project of “Madinaty”, over<br />
33.6 mn sqm, ranking it as the largest all-inclusive enclosed<br />
city in the Middle East. The project is expected to be completed<br />
in 2020.<br />
Filling the gap in luxury hotels in Egypt<br />
In 1995 and 1996, TMG, wishing to build upon its development<br />
expertise and to diversify its operations, identified a gap in the<br />
luxury hotel market in Egypt, and acquired land on which to<br />
construct Four Seasons Resort Sharm El Sheikh and Four Seasons<br />
Hotel Cairo at Nile Plaza, which were opened in 2002 and<br />
2004, respectively. In July 2007, TMG opened its third Four<br />
Seasons Hotel, the Four Seasons Hotel Alexandria at San Stefano.<br />
More to come<br />
Building on its longstanding success and experience in the<br />
Egyptian market, TMG is currently tapping into new markets on<br />
both the community real estate development and the hotels and<br />
resorts front, including a joint venture in Saudi Arabia, as well<br />
as expansion opportunities in the Gulf and Eastern Europe<br />
regions, in addition to its expansions in Egypt with new hotel &<br />
resorts projects, such as Marsa Alam, Luxor, and much more<br />
to come.<br />
98 99 2000 01 02 03 04 05 06 07 08<br />
2006-2017: Al Rehab II<br />
San Stefano Complex 2006-2020: Madinaty<br />
2009: Opening of Nile Hotel<br />
About TMG<br />
2006-2012: Al Rabwa II<br />
TMG Annual Report 2007
The TMG Brand Name<br />
TMG was founded, several decades ago, on the firm belief in quality, value,<br />
and exceeding customers’ expectations.<br />
Well-recognised brand name associated with quality<br />
and reliability<br />
Over more than 20 years of operations, TMG has developed<br />
a solid reputation and strong brand recognition amongst<br />
prospective purchasers in the Egyptian market and in the MENA<br />
region. The strength of TMG’s brand enables it to consistently<br />
pre-sell the residential units in each of its projects in advance<br />
of construction, attract major commercial and retail tenants,<br />
procure sites for further development projects, and secure<br />
arrangements for financing with leading local banks.<br />
22-23<br />
A Strategy to maintain and enhance<br />
reputation for quality and attention to detail<br />
In an effort to provide high quality end-products and meet the<br />
actual demand of real estate and tourism markets in Egypt,<br />
TMG follows a carefully managed process including conducting<br />
a thorough market research to ascertain customer requirements,<br />
commissioning feasibility studies, and employing leading<br />
international firms to carry out planning, design and implementation.<br />
Furthermore, TMG endeavours to maintain full control over the<br />
management of each of its city and community complexes, from<br />
inception of the project, through development, construction and<br />
post-construction. This ensures the quality of its output and<br />
enables it to conform to the heighest standards and specifications.<br />
TMG believes that retaining control over management of its<br />
properties following the completion of construction enables it<br />
to maintain the quality of its complexes on a long-term basis,<br />
thus helping to maintain the resale value of the residential units.<br />
It also provides a strong selling point for additional phases in<br />
the same development and for other TMG city and community<br />
complexes. Once construction is completed, TMG retains control<br />
of maintenance, repairs, staffing, security, and other services in<br />
the common areas of its city and community complexes on<br />
behalf of its residents, on a cost-neutral basis.
Awards & Recognition<br />
Growing Leadership in Awards, Year After Year<br />
Conde Nast Gold List 2007<br />
Best Hotel in Africa and the Middle East.<br />
Robb Report Luxury Hotels Special Annual Issue 2006<br />
Editor's Top Choice in Cairo<br />
Conde Nast Traveler Reader's Choice Awards, 2006<br />
Number 1 Hotel in Africa<br />
Gallivanter’s Guide (UK), 2005<br />
Top 5 “Best Resort Europe/Middle East and Africa”<br />
“Best Hotel for Children”<br />
Condé Nast Traveller (UK), 2005<br />
Top 20 “Best Overseas Leisure Hotel, Middle East, Africa and Indian<br />
Ocean”<br />
Tatler (UK), 2005<br />
“Egypt Hottest New Riviera Resort”<br />
Zagat International Travel Survey, (US), 2005<br />
Top 5 “Best 50 Resorts Worldwide”<br />
World Travel Awards (UK), 2005<br />
“Egypt’s Leading Spa Resort”<br />
Condé Nast Traveller (UK), 2004<br />
Readers’ Award<br />
“African, Indian Ocean and Middle East”<br />
Zagat International Travel Survey (US), 2004<br />
“Best Dining Experience in the Middle East”<br />
Top 10 “Best Worldwide Resorts”<br />
Gallivanter’s Guide Readers Awards (UK), 2003<br />
Runner-up of “Best Resort in Europe, Africa and the Middle<br />
East”<br />
Runner-up of “Best New Hotel/Resort Dis<strong>cover</strong>y”<br />
Tatler (UK), 2003<br />
Amongst Top Ranked ‘Best for Adventure’<br />
Condé Nast Traveller’s Hot List, (2003)<br />
Top 50 “World's Most Luxurious and Stylish Hotels”<br />
Gallivanter’s Guide (UK), 2002<br />
“Hotel of the Year”<br />
Runner up of “Best Resort in Europe/Africa/Middle East”<br />
Gallivanter’s Readers’ Poll (UK), 2002<br />
“Best New Hotel/Resort Dis<strong>cover</strong>y”<br />
Tatler (UK), 2002<br />
“Runner Up to the "Hotel of the Year and Seaside”<br />
About TMG<br />
TMG Annual Report 2007
TMG <strong>Group</strong> Structure<br />
Al Rehab I<br />
May Fair<br />
Al Rabwa<br />
I & II<br />
San Stefano<br />
Complex*<br />
100%<br />
100%<br />
100%<br />
100% 100% 100% 50%<br />
*TMG <strong>Group</strong> Structure in July 31 st , 2008.<br />
**ICON holds only the asset of the hotel, which does not include the residential units or the commercial property.<br />
These components of the complex are held by San Stefano Real Estate SAE<br />
In June 2007, TMG initiated a corporate restructuring using a<br />
share swap mechanism in order to consolidate the real estate<br />
and hotel development activities of the <strong>Talaat</strong> <strong>Moustafa</strong> group<br />
companies under TMG <strong>Holding</strong> as the holding company of the<br />
group. In order to carry out the restructuring, TMG appointed<br />
an independent fair-value auditor to assess the fair market value<br />
of each of Arab Co. for Urban Dev & Projects SAE, Alexandria<br />
Real Estate SAE, San Stefano Real Estate SAE, and Alexandria<br />
Co.for Urban Development SAE as part of the swap process.<br />
The value of each of the companies was approved by their<br />
respective boards of directors and shareholders.<br />
For Alexandria Real Estate SAE and San Stefano Real Estate<br />
SAE, a tender offer was undertaken in August 2007 that offered<br />
minority shareholders the option to swap their shares in those<br />
companies for shares of TMG <strong>Holding</strong>, to accept a cash offer<br />
at the same swap value, or to remain as shareholders of those<br />
companies when they became subsidiaries of TMG <strong>Holding</strong>.<br />
The restructuring was completed in October 2007 and resulted<br />
in TMG <strong>Holding</strong>’s direct and indirect ownership in Arab Co. for<br />
Urban Dev & Projects SAE, San Stefano Real Estate SAE, and<br />
Alexandria Real Estate SAE being increased, through a series<br />
24-25<br />
Al Rehab II Madinaty Areez<br />
<strong>Talaat</strong> <strong>Moustafa</strong><br />
<strong>Group</strong> <strong>Holding</strong><br />
<strong>Company</strong><br />
Direct & Indirect holding<br />
Alexandria Co. for<br />
Urban Dev SAE<br />
Direct & Indirect holding<br />
98.6%<br />
Alexandria Real<br />
Estate SAE<br />
Direct & Indirect holding<br />
100%<br />
San Stefano Real<br />
Estate SAE<br />
Direct & Indirect holding<br />
99.9%<br />
Arab Co. for Urban<br />
Dev & Projects SAE<br />
of transactions, to 99.9 %, 100 %, and 98.6 % of the issued<br />
and outstanding shares, respectively, and its ownership in<br />
Alexandria Co. for Urban Development SAE being increased to<br />
100 % of the issued and outstanding shares, which is comprised<br />
of a 40 % direct interest and a 60 % interest held by Alexandria<br />
Real Estate SAE.<br />
The restructuring formalises the unified management structure<br />
under which TMG has been operating, whereby functions<br />
including finance, accounting and audit, land acquisition and<br />
business development, design and project management, asset<br />
management, and human resources are carried out, and<br />
corporate policies and strategy, objectives, and operating<br />
parameters are set on a centralised basis.<br />
TMG’s interests in and assets of its hotel and resort complexes are<br />
held through ICON. The <strong>Company</strong> holds its interest in ICON<br />
through various subsidiaries. Following the restructuring, TMG<br />
<strong>Holding</strong>’s indirect holding in ICON is 81.31 %, which is held<br />
through the 61.62 %, 9.38 % and 10.31 % interests held by<br />
Alexandria Real Estate SAE, San Stefano Real Estate SAE, and<br />
Alexandria Co. for Urban Development SAE, respectively.<br />
100%
10.31%<br />
61.62%<br />
9.38%<br />
Indirect holding<br />
of 81.31%<br />
Arab Co. for Hotels &<br />
Tourism Inv. (”ICON”)<br />
Four Seasons<br />
Nile Plaza<br />
56% 58% 100% 84.47%<br />
Four Seasons<br />
Sharm El Sheikh<br />
Nile Hotel<br />
TMG <strong>Holding</strong> has the following companies under its umbrella:<br />
Arab <strong>Company</strong> for Projects and Urban Development,<br />
which owns and manages:<br />
AL-Rehab and Madinaty projects in New Cairo District<br />
Alexandria Real Estate Investment <strong>Company</strong>,<br />
which owns and manages:<br />
AL-Rabwa Compound in EL-Sheikh Zayed City<br />
San Stefano Real Estate Investment <strong>Company</strong>,<br />
which owns and manages:<br />
San Stefano Complex<br />
Alexandria <strong>Company</strong> for Urban Projects,<br />
which owns and manages:<br />
May Fair Project in AL-Shorouk City<br />
San Stefano<br />
Grand Plaza**<br />
Arab <strong>Company</strong> for Hotels and Tourism Investments,<br />
which owns controlling stakes in:<br />
Four Seasons Nile Plaza in Garden City<br />
Four Seasons Resort Sharm EL-Sheikh<br />
Four Seasons Alexandria at San Stefano<br />
Nile Hotel in Cairo<br />
99.9%<br />
Marsa Alam<br />
About TMG<br />
TMG Annual Report 2007
Real Estate Review
Market Overview<br />
TMG, a Market Leader<br />
Current Projects<br />
Madinaty<br />
Al Rehab<br />
Al Rabwa<br />
Nassamat Al Rehab<br />
Completed Projects<br />
May Fair<br />
Al Rawda Al Khadra Village<br />
Virgenia Beach
Market Overview<br />
A Combination of demographic, economic, and legislative<br />
factors have led to a growing Real Estate sector in Egypt<br />
Egypt Real Estate Sector<br />
Three years of entrenched reforms have resulted in a period of<br />
intense economic development in Egypt, one of its direct effects<br />
being an upsurge in property demand.<br />
In addition to what the government has managed to attract in<br />
the past few years, there is still a great potential for investment,<br />
driven by Egypt's economic growth rate of 7% or more, which<br />
includes growth in the construction sector of more than 15%<br />
on average each year.<br />
Land as well as real estate prices have been appreciating<br />
significantly, particularly during the past two years. Egypt's real<br />
estate sector is set to be further boosted by increasing income<br />
levels in Egypt which have given rise to a growing middle, upper<br />
middle and upper class, the target demographic for TMG's<br />
residential properties.<br />
Changing Egyptian demographic<br />
creating high demand for quality and affordable housing<br />
Egypt's population is young and growing, with 45 million people<br />
between the ages of 15 and 60 and 31.8% of the population<br />
under 15, according to the 2006 Population Census. Egypt is<br />
also experiencing rising education levels and rapid urbanisation,<br />
and the population of Cairo has increased dramatically in recent<br />
decades. These factors, together with the expansion of the<br />
Egyptian economy and the lack of quality residential<br />
accommodation in Central Cairo, contribute to the increasing<br />
demand for quality housing in close proximity to Cairo.<br />
Middle class housing<br />
fuels future demand<br />
As most of the new real-estate developments were directed<br />
towards Egypt's wealthy segment, the middle class accommodation<br />
requirements largely remain unserved. TMG was the first to<br />
realize the huge unmet demand in the middle class housing<br />
segment and to offer new customized real-estate solutions to<br />
tap on this demand.<br />
28-29<br />
Mortgage finance in Egypt<br />
The mortgage-lending sector envisaged in the Real-Estate<br />
Finance Law No. 148/2001 started to take shape by the end<br />
of 2003; and although the full effect of the mortgage system<br />
may not have been felt shortly, serious steps have been taken<br />
to speed growth in the mortgage market.<br />
In January 2005, the Government of Egypt launched a 20-year<br />
bond issue worth LE 1-bn to provide the necessary financing<br />
framework for the mortgage market. Meanwhile, the MFA has<br />
lowered the grace periods for mortgage default from three<br />
months to one month to allow mortgage lenders faster<br />
repossession procedures. In addition, mortgage borrowers have<br />
been granted the right to sell their mortgages or make other<br />
use of their properties. Also in 2006, the cost of registering land<br />
and property was reduced to a maximum of LE 2,000.<br />
Until March 2007, total outstanding mortgage loans in Egypt<br />
recorded LE 1 bn, with a maximum of LE 5 mn for the same<br />
residential unit. With mortgage loans constituting a minimal<br />
0.2% share of the country's GDP in FY05/06, in comparison<br />
to 69% in the US and 11% in Mexico, the mortgage lending<br />
market remains an unclaimed expedition with ample potential.<br />
The creation of a wealthy middle class with increasing access<br />
to mortgage loans have created unprecedented demand for<br />
real estate in Egypt, that is expected to continue in the foreseen<br />
future."
Real Estate Review<br />
“TMG was the first to realize the huge unmet demand in the<br />
middle class housing segment and to offer new customized<br />
real-estate solutions to tap on this demand.”<br />
TMG Annual Report 2007
Market Overview<br />
The Cairo real estate market<br />
New Cairo and Sixth of October Cities, on Cairo's outskirts, are<br />
the two main areas of residential real estate expansion.<br />
New Cairo:<br />
This city lies East of modern Cairo, to the East of the ring road,<br />
to the South of the Cairo-Suez road and to the North of the<br />
Cairo-Ain-Sokhna road. According to the New Urban<br />
Communities Authority (NUCA), the city has 175 square kilometres<br />
of residential area (including low-cost, medium, above-medium,<br />
and luxury housing), 84 square kilometers of service areas<br />
(educational, health, cultural, religious, recreational, and<br />
commercial), and five square kilometers of industrial area.<br />
Approximately 87,000 residential property units have been<br />
developed in New Cairo, 38% by the government and the<br />
remainder by the private sector. Once fully developed, the city<br />
is expected to house two million inhabitants.<br />
Sixth of October City:<br />
This city lies 32 kilometers West of downtown Cairo, to which<br />
it is connected via the 26 th of July Corridor. The city has a total<br />
residential area of 165 square kilometers, a services area of<br />
116 square kilometers and an industrial area of 38 square<br />
30-31<br />
Al Rehab<br />
kilometers. An estimated 247,000 residential units have been<br />
developed in Sixth of October, of which around 22% were built<br />
by the government and the rest by the private sector. Once fully<br />
developed, the city is expected to house around 3 million<br />
inhabitants.<br />
A new housing convention<br />
The emergence of a new dwelling culture in Egypt has fuelled<br />
demand for new life-style self-sustained residential communities<br />
with leisure, spa, and sport facilities at the outskirts of Cairo.<br />
These large-scale developments combine upscale community<br />
living with value for money to suit a wide base of potential<br />
homeowners. Capitalizing on this new housing convention,<br />
TMG's community projects May Fair, Al Rabwa I & II, Al Rehab<br />
City, and Madinaty encompass the entire range of lifestyle<br />
features including, fitness, leisure, and entertainment facilities.
“The emergence of a new dwelling culture in<br />
Egypt has fuelled demand for new life-style<br />
self-sustained residential communities with<br />
leisure, spa, and sport facilities.”<br />
Real Estate Review<br />
Al Rabwa Mayfair<br />
TMG Annual Report 2007
TMG, a Market Leader<br />
TMG is the leading Egyptian community real estate developer<br />
in terms of sales, with a market share estimated at 30% of the<br />
residential housing projects market. With a track record of over<br />
20 years in the housing and real-estate development industry,<br />
having developed 8.5 million sqm of land so far, TMG's vision<br />
is "community development" through establishing self-sustained<br />
residential city and community complexes for the upper and<br />
middle classes.<br />
Ownership rights to one of the largest land banks in<br />
Egypt<br />
TMG holds rights to approximately 42 million square metres in<br />
Egypt, representing the largest land bank held by any one<br />
developer in Egypt. As prices for comparable plots of land have<br />
risen significantly in recent years, TMG's large land bank,<br />
acquired at historic, fixed land prices, gives it an advantage<br />
over other real estate developers that must buy land at current<br />
market prices.<br />
City & community complexes<br />
TMG has completed the development of three city and community<br />
complexes, and has an additional seven city and community<br />
complexes either under construction or in the early stages of<br />
development. The latter group includes the biggest all-inclusive<br />
enclosed city in the Middle East, the 33.6 million sqm project<br />
known as “Madinaty”, “my city” in Arabic.<br />
32-33<br />
Madinaty Commercial Center<br />
TMG's city and community complexes provide an “alternative<br />
living experience” from the crowded city centre of Cairo offering<br />
residential villas and apartments set in a surrounding of greenery,<br />
well-maintained streets, and sidewalks and equipped with all<br />
the necessary infrastructure, such as water, electrical utilities,<br />
landscaping, maintenance of public areas, waste and water<br />
treatment, and security services.<br />
TMG's larger-scale city and community complexes also include<br />
amenities such as educational, healthcare, retail, commercial,<br />
recreational and maintenance facilities, commercial office space,<br />
and public bus systems connected to Central Cairo.<br />
TMG oversees the design, development, and project management<br />
of its city and community complexes, handles sales and marketing<br />
of the properties, and retains management of the day-to-day<br />
operations of common areas and infrastructure post-construction<br />
and delivery. TMG manages to start the construction of its city<br />
and community complexes by building in phases and, with<br />
limited exceptions, each cluster of buildings in any phase is fully<br />
sold before construction commences. This model provides TMG<br />
with flexibility to adjust or modify its designs and offerings based<br />
on changing consumer trends and tastes monitored by the sales<br />
teams during the selling of each phase.
TMG Real Estate Projects:<br />
Madinaty<br />
Al Rehab 1<br />
Al Rehab 2<br />
Al Rabwa 1<br />
Al Rabwa 2<br />
Nassamat<br />
Al Rehab<br />
Total land area (1) :<br />
33,600,000 m 2<br />
To be dev.land area (2) :<br />
33,600,000 m 2<br />
Total land area (1)<br />
(m1 Total land area<br />
) : 33,600,000<br />
(1) :<br />
6,140,400 m2 To be dev.land area (2)<br />
(m2 % owned<br />
To be ) : 33,600,000 dev.land area (2) : % owned (1) :<br />
924,225 m 2<br />
Total land area (1) :<br />
3,760,000 m 2<br />
To be dev.land area (2) :<br />
3,760,000 m 2<br />
Total land area (1) :<br />
1,318,800 m 2<br />
To be dev.land area (2) :<br />
0 m 2<br />
Total land area (1) :<br />
819,028 m 2<br />
To be dev.land area (2) :<br />
819,028 m 2<br />
Total land area (1) :<br />
3,000,000 m 2<br />
To be dev.land area (2) :<br />
n \ a<br />
To be dev.built up area (1) :<br />
16,068,886 m 2<br />
% owned (1) :<br />
99.9%<br />
To be dev.built up area (1)<br />
(m1 To be dev.built up area commence(4) : July 2006 EXp population<br />
) : 16,068,886<br />
Orig.<br />
(1) :<br />
24,225 m2 Commence Exp population :<br />
120,000<br />
(4) : Nov. 1996<br />
99.9%<br />
To be dev.built up area (1) :<br />
2,571,395 m 2<br />
% owned (1) :<br />
99.9%<br />
To be dev.built up area (1) :<br />
0 m 2<br />
% owned (1) :<br />
98.6%<br />
To be dev.built up area (1) :<br />
118,320 m 2<br />
% owned (1) :<br />
98.6%<br />
To be dev.built up area (1) :<br />
1,391,280 m 2<br />
% owned (1) :<br />
50%<br />
Commence (4) : July 2006<br />
Orig. Completion (5) : 2026<br />
Revised Completion : 2020<br />
Completion (5)<br />
Orig. Completion (5) : 2011<br />
Revised Compelion<br />
Revised Completion : 2011<br />
Commence (4) : Jul. 2006<br />
Orig. Completion (5) : 2020<br />
Revised Completion : 2017<br />
Commence (4) : Dec. 1994<br />
Orig. Completion (5) : 2006<br />
Revised Completion : 2006<br />
Commence (4) : Jan. 2006<br />
Orig. Completion (5) : 2012<br />
Revised Completion : 2012<br />
Commence(4) : Sep. 2008<br />
Orig. Completion(5) : 2011<br />
Revised Completion : n / a<br />
1-Land area procured<br />
2-Area of land still to be developed as per CBRE report<br />
3-The built up area (“BUA”) still to be developed under phasing plan as per the CBRE report<br />
Exp population :<br />
600,000<br />
Location :<br />
New Cairo<br />
Location :<br />
New Cairo<br />
Exp population :<br />
80,000<br />
Location :<br />
New Cairo<br />
Exp population :<br />
3,240<br />
Location :<br />
El Sheikh Zayed<br />
Exp population :<br />
1,725<br />
Location :<br />
El Sheikh Zayed<br />
Exp population :<br />
16,800<br />
Location :<br />
Riyadh<br />
Amenities :<br />
Various including:<br />
36 hole golf course<br />
10 schools - 1university<br />
8 hotels commercial<br />
Parks (office and retail)<br />
1 Hospital<br />
Amenities :<br />
4 Schools<br />
7 Mosques -1 Church<br />
1 Office Park<br />
2 Shopping Malls<br />
Amenities :<br />
3 Mosques<br />
3 Schools<br />
1 Shopping Malls<br />
1 Club house<br />
Amenities :<br />
1 Shopping mall<br />
Cinema<br />
9 hole golf course<br />
Sports pavilion<br />
Amenities :<br />
9 hole golf course<br />
Amenities :<br />
Various including:<br />
Medical center<br />
Shopping mall<br />
Sports club<br />
Real Estate Review<br />
4-Launch of sales<br />
5-Delivery of final unit assumed in the CBRE report<br />
6-Effective Ownership<br />
TMG Annual Report 2007
Current Projects<br />
Location Extention to New Cairo<br />
Total land size (m 2 ) 33,600,000<br />
BUA (m 2 ) 16,068,886<br />
Expected population 600,000<br />
CBRE value (LE mn) 10,778<br />
TMG participation 99.9%<br />
Commence date July 2006<br />
Completion date* 2026<br />
Revised completion date 2020<br />
Madinaty<br />
* Initial plan date<br />
34-35
Real Estate Review<br />
TMG Annual Report 2007
Current Projects<br />
Madinaty<br />
TMG is currently developing Madinaty, the largest purposebuilt,<br />
fully-integrated residential community development in<br />
Egypt. Madinaty is spread over 33.6 mn sqm with a planned<br />
accommodation capacity of 600,000 residents. The Madinaty<br />
development is planned to encompass 68,575 apartments with<br />
a total BUA of 10.2 mn sqm, 6,124 villas with a total BUA of<br />
2.8 mn sqm, 8 hotels, a university, 10 schools, 3 malls with a<br />
total BUA area of 238,000 sqm, a business district that includes<br />
an office park, a technology park, a conference center and an<br />
exhibition center with a total BUA of around 385,000 sqm.<br />
TMG is establishing Madinaty to become an independent city,<br />
conforming with international standards. In search for perfection,<br />
the company assigned three prominent American companies,<br />
SASAKI, HHCP, and SWA, specialized in self sustained urban<br />
community planning to design Madinaty according to international<br />
standards to cater for the social needs of the middle, uppermiddle,<br />
and upper classes of the society.<br />
Land bank<br />
The project is an extension to New Cairo, and its land bank is<br />
located approximately 35 kilometers East of Cairo on Cairo-<br />
Suez arterial road, with an access to the planned second ring<br />
road. The site lies 30 minutes away from Heliopolis and 45<br />
36-37<br />
Madinaty golf heights villas<br />
minutes away from Cairo.<br />
TMG acquired Madinaty's land bank from the Government of<br />
Egypt at an estimated value of LE 1.613 bn, a price that is<br />
considered to be very competitive given the escalating land<br />
prices putting TMG at a great competitive advantage vis-à-vis<br />
other developers and securing it a sound profit margin. Payment<br />
for the land is agreed to be made in kind, representing 7% of<br />
the residential units expected to be built, to be delivered upon<br />
completion of each phase.<br />
Master plan & development<br />
The project is designed to provide residents with a full-service<br />
independent city while maintaining a high level of privacy. This<br />
is achieved through locating services at the parameters outside<br />
the residential areas to reach maximum privacy for each residency,<br />
with a vertical spine containing the multi-purpose city center,<br />
and another horizontal spine, in which TMG will establish clubs<br />
and facilities, in addition to essential services such as pharmacies<br />
located in the spine crossing point at walking distance to provide<br />
easy accessibility.<br />
Construction of Madinaty will take place in eight phases, each<br />
approximately three to four years in duration, originally scheduled
Madinaty sports and social clubs<br />
for completion in 2026. TMG plans to construct 16.1 mn sqm<br />
of BUA over the project's life representing 47% of the total site<br />
area. Residential BUA amounts to 13 mn sqm or 81% of the<br />
total BUA area; of which apartments represent 64%, and villas<br />
make up the balance.<br />
Project progress<br />
Madinaty sales commenced in July 2006. As at December 31st<br />
2007, 8,545 apartments and 2,191 villas in Madinaty had<br />
been sold, representing approximately 12.5% of the apartments<br />
and 35.8% of the villas planned to be constructed.<br />
The completion date of the project is expected to be 6 years<br />
earlier than the planned date of 2026, driven by the project's<br />
positive perception in the market in addition to the strengthening<br />
Egyptian economy.<br />
Real Estate Review<br />
Madinaty office parks<br />
TMG Annual Report 2007
Current Projects<br />
Al Rehab I<br />
Location New Cairo<br />
Total land size (m 2 ) 6,140,400<br />
To be dev. land (m 2 ) 924,225<br />
Expected population 120,000<br />
CBRE value (LE mn) 1,084<br />
TMG participation 99.9%<br />
Commence date Nov-96<br />
Completion date* until 2011<br />
Revised completion date 2011<br />
Al Rehab I<br />
&<br />
Al Rehab II<br />
* Initial plan date<br />
38-39<br />
Al Rehab II<br />
Location New Cairo<br />
Total land size (m 2 ) 3,760,000<br />
BUA 2,571,395<br />
Expected population 80,000<br />
CBRE value (LE mn) 2,551<br />
TMG participation 99.9%<br />
Commence date July 2006<br />
Completion date* until 2020<br />
Revised completion date 2017
Real Estate Review<br />
TMG Annual Report 2007
Current Projects<br />
Al Rehab I and II<br />
Al Rehab I, located in New Cairo, is the flagship of TMG's<br />
residential projects. Its ultimate success, as the first city and<br />
community complex in Egypt, has stimulated local and regional<br />
developers to imitate Al Rehab I's business model. Subsequently<br />
TMG has expanded further by establishing Al Rehab II in July<br />
2006 as an extension for Al Rehab I.<br />
Al Rehab I was launched in November 1996 targeting upper<br />
and upper middle income classes. Occupying approximately<br />
6.1 mn sqm of land and an expected population of 120,000<br />
inhabitants, the development is a self sustained city consisting<br />
of apartment buildings, villas, and a wealth of public gardens<br />
and richly landscaped areas. Al Rehab I includes four schools,<br />
medical offices, a private leisure club, a commercial centre,<br />
restaurants, and two retail malls. It also contains a fire station,<br />
security services, a public bus system, and other infrastructure.<br />
Al Rehab II will occupy 3.8 mn sqm of land and is expected to<br />
have a population of 80,000 inhabitants upon its completion.<br />
The project is planned to encompass 602 villas representing a<br />
BUA of 0.15 mn sqm, 17,823 apartments representing a BUA<br />
of 2.25 mn sqm, in addition to 3 mosques, 3 schools, a shopping<br />
mall, a retail centre, a club house, and infrastructure and amenities<br />
similar to Al Rehab I.<br />
40-41<br />
AL-Rehab residential buildings grardens view<br />
Land bank<br />
Al Rehab City (Al Rehab I & II) occupies a total land area of<br />
almost 10 mn sqm located in New Cairo on the Cairo-Suez<br />
Road approximately 27 kilometres East of Cairo, and has access<br />
to Cairo's planned new ring road.<br />
Al Rehab master plan & development<br />
The project is designed in divisions of residential areas in the<br />
form of clusters with different models, provided with parking<br />
lots. The area benefits from a cooler climate (about 5 o C below<br />
the temperature in Cairo). As per the project's master plan, total<br />
BUA will be limited to 2.57 mn sqm, or 68% of the total site<br />
area. 83% of the total BUA, equivalent to 2.1 mn sqm, is<br />
earmarked for residential units, of which apartments represent<br />
94%, and villas make up the balance.<br />
Project progress<br />
Sales of Al Rehab I started in November 1996. At the end of<br />
fiscal year 2007, the project was almost completed and fully sold<br />
except for 517 villas on a total area of 414,405 sqm and 61<br />
plots of land on a total area of 60,349 sqm, representing the<br />
projects 6 th and last phase. The final delivery of the Al Rehab I<br />
units is expected in 2011.
A villa with a private swimming pool<br />
TMG started Al Rehab II units' sales in July 2006, with the ground<br />
breaking phase scheduled in 2007. By the end of 2007, 1,438<br />
apartments and 346 villas had been sold, equivalent to a BUA<br />
of 345,200 sqm, representing 16% of phase I residential BUA.<br />
The completion date of the projects is expected to be 3 years<br />
earlier than the planned date of 2020.<br />
Real Estate Review<br />
AL-Rehab fifth phase residential buildings<br />
TMG Annual Report 2007
Current Projects<br />
Al Rabwa I & II<br />
Location El Sheikh Zayed, North 6 th October City<br />
Total land size (m 2 ) 2,137,828<br />
To be dev. land (m 2 ) 819,028<br />
Expected population 4,965<br />
CBRE value (LE mn) 282<br />
TMG participation 98.6%<br />
Commence date January 2006 (Al Rabwa II)<br />
Completion date 2012 (5 years)<br />
Al Rabwa I<br />
&<br />
Al Rabwa II<br />
* Initial plan date<br />
42-43
Real Estate Review<br />
TMG Annual Report 2007
Current Projects<br />
Al Rabwa I and II<br />
Al Rabwa I is a residential compound that was launched in<br />
1994 and virtually fully sold by 2005. Located in one of the<br />
oldest communities in Sheikh Zayed, at 140 m above sea level,<br />
Al Rabwa targets high-end segments providing residents with<br />
a clean and calm environment. Al Rabwa I spreading over a<br />
total land area of 1.3 mn sqm encompasses 649 villas, a<br />
shopping centre, and a private leisure club with a 9 hole golf<br />
course.<br />
Capitalizing on the big success of Al Rabwa I, TMG is currently<br />
developing an extension to it, known as Al Rabwa II. Al Rabwa<br />
II will occupy 0.8 mn sqm of land, and will also be comprised<br />
of villas. It will include a second private leisure club and an<br />
additional 9-hole golf course that will connect to the existing<br />
golf course in Al Rabwa I.<br />
Land bank<br />
Al Rabwa I & II occupy a total land bank of 2.1 mn sqm located<br />
West of Cairo, in Al Sheikh Zayed district, approximately 4 km<br />
North of 6 th October City, acquired from the government of<br />
Egypt at a total price of LE 154 mn to be paid over 6 years<br />
starting 2005.<br />
44-45<br />
One of AL-Rabwa villas with a private garage<br />
Master plan & development<br />
Al Rabwa II project was launched in January 2006 and is<br />
planned to follow a similar model of the already completed<br />
Rabwa I, consisting of 340 villas with an average BUA of 348<br />
sqm per villa. Another 9-hole golf course will be attached to<br />
the existing one. The development of the project is expected to<br />
be distributed among 3 phases, with phase I consisting of 172<br />
villas and both phase II and phase III consisting of 84 villas<br />
each.<br />
Project progress<br />
The final delivery of the Al Rabwa I units is expected in early<br />
2008. As at 31st December 2007, 39 % of the residential<br />
villas in Al Rabwa II had been sold. Construction commenced<br />
in early 2007, and final delivery of the Al Rabwa II units is<br />
expected in 2012.
A villa with a private swimming pool<br />
“ We provide beyond compare quality of living that<br />
makes all different classes of society feel better<br />
every time they are home.“<br />
Real Estate Review<br />
A villa terrace garden view<br />
TMG Annual Report 2007
Current Projects<br />
Location Al Riyadh<br />
Total land size (m 2 ) 3,000,000<br />
Residential BUA 1,391,280<br />
TMG participation 50%<br />
Sales launch date September 2008<br />
Completion date* 2011<br />
Nassamat<br />
Al Rehab<br />
* Initial plan date<br />
46-47
Real Estate Review<br />
TMG Annual Report 2007
Current Projects<br />
Nassamat Al Rehab<br />
In pursuit of regional expansion and intending to replicate the<br />
success of its Egyptian city and community complexes in Saudi<br />
Arabia , TMG entered into a 50:50 joint venture with Saudi Al<br />
Mehedeb, Al Fawzan and Al Kahtani through their company<br />
"Al Oula" in January 2007. The joint venture company, Areez,<br />
will develop city and community complexes in each of Riyadh<br />
and Jeddah on a total land area of 5.9 mn sqm targeting middle<br />
and upper middle income classes, in which a larger portion is<br />
dedicated for villas to serve the average income and high<br />
consumer preference in Saudi Arabia for villas.<br />
TMG has specifically chosen KSA to be home to its first project<br />
to penetrate a new market outside the local market due to the<br />
shared similarities between the Egyptian and Saudi Arabian real<br />
estate markets. Additionally, the Saudi real estate sector is still<br />
considered in its developing phase, which creates a good<br />
opportunity for the new project to capitalize on the expected<br />
growth of this sector.<br />
Land bank<br />
Areez acquired a land bank of 3 mn sqm located in Riyadh for<br />
its new project Nassamat Al Rehab.<br />
48-49<br />
Distinctive architectural designs<br />
Master plan & development<br />
Nassamat Al Rehab is planned to include 3,000 apartments,<br />
and 2,051 villas with a total residential BUA of 1.4 mn sqm,<br />
one mall with a BUA area of 0.1 mn sqm, in addition to other<br />
amenities including schools, clubs, and a medical centre.<br />
The design for Nassamat Al Rehab city and community complex<br />
is in an advanced stage of development and sales are expected<br />
to commence in the last quarter of 2008.
Malls and parks Villa type A<br />
“ Based on our broad experience, strong track<br />
record, and reputable brand name, TMG has<br />
further leveraged its qualifications to access<br />
new international markets.“<br />
TMG Annual Report 2007
Completed Projects<br />
Mayfair<br />
Location El Sherouk<br />
Size (m 2 ) 592,200<br />
Estimated population 1,265<br />
CBRE value LE mn-rental<br />
income only 20<br />
Sold out date 2005<br />
Mayfair<br />
May Fair<br />
The May Fair complex is primarily a residential compound consisting of 253 residential villas, as well<br />
as a club, a school, a nursery, and a retail mall. This complex was completed in 2005 and all of its<br />
residential units have been sold. It is located in El Sherouk City, an extension to New Cairo City on<br />
the Cairo-Suez highway, 45 kilometres East of Cairo, on a total land area of 0.6 mn sqm.<br />
Al Rawda Al Khadra<br />
The Al Rawda Al Khadra Village complex is a residential resort consisting of 1,150 apartments, 35<br />
villas and a shopping mall, swimming pools and a mosque. This complex was completed in 1990 and<br />
all of its residential units have been sold. It is located in Al Agami in Alexandria and occupies<br />
approximately 84,000 sqm of land.<br />
Virgenia Beach<br />
The Virgenia Beach complex is a resort located on the Northern Coast of Egypt, 85 kilometres from<br />
Alexandria on a total land area of 0.4 mn sqm. The resort encompasses 368 villas, a small shopping<br />
area, swimming pools, a leisure club, and a mosque. This complex was completed in 1995 and all<br />
of its residential units have been sold.<br />
50-51<br />
Al Rawda Al Khadra<br />
Location Al Agami, Alexandria<br />
Size (m 2 ) 84,000<br />
Estimated population 6,245<br />
Sold out date 1987
Virgenia Beach<br />
Location North Coast<br />
Size (m 2 ) 365,400<br />
Number of Villas 368<br />
Sold out date 1995<br />
Al Rawda Al Khadra Virginia Beach<br />
“ TMG provides an unparalleled level of<br />
residential communities and upscale properties.“<br />
TMG Annual Report 2007
Hotels & Resorts Review
Market Overview<br />
TMG’s Hotel and Resort Complexes<br />
Operating Hotels<br />
Four Seasons Cairo at Nile Plaza<br />
Four Seasons Sharm El Sheikh Resort<br />
Four Seasons Alexandria at San Stefano<br />
Future Developments<br />
Nile Hotel<br />
Marsa Alam
Market Overview<br />
Egypt continues to be one of the most popular tourism<br />
destinations and a home away from home for many<br />
Egyptian Tourism Industry<br />
Egypt's tourism sector is considered amongst the most dynamic<br />
and influential sectors in the Egyptian economy, as it is ranked<br />
amongst the nation's top generators of jobs estimated to provide<br />
a minimum of 8% of jobs in Egypt's total workforce. Additionally,<br />
tourism receipts account for almost 5% of the nation's GDP,<br />
whilst coming in second in terms of inflow of foreign earnings<br />
constituting 23.4% of total receipts. During the period between<br />
2001 and 2004, tourism investments experienced a significant<br />
decline. However in 2004, investment in the industry increased<br />
by 18.4%, demonstrating the inelasticity of demand in the<br />
Egyptian tourism market. During the recent years Egypt witnessed<br />
a significant increase in the number of tourist arrivals reaching<br />
9.8 million tourists in FY07, representing a y-o-y growth of<br />
12.6%.<br />
Types of tourism in Egypt<br />
Egypt has traditionally relied on its archaeological heritage to<br />
attract tourists, but is now attempting to diversify in order to<br />
increase the prospect of repeat visits. Beach tourism now rivals<br />
historical tourism, and major hotel constructions continue along<br />
the Sinai and Red Sea coasts, which host some of the world's<br />
finest coral reefs. Additionally, ecotourism, therapeutic tourism,<br />
and recreational tourism are also strengthening.<br />
Cairo remains an active venue for business travel with a number<br />
of international conferences and exhibitions. Moreover, cultural<br />
tourism gained popularity in the city, due to its historical heritage.<br />
Hotel complexes benefit<br />
from growing tourism<br />
The tourism industry has been expanding rapidly in Egypt, with<br />
an increase in both domestic and international travellers in<br />
recent years resulting primarily from the strong growth in<br />
disposable income in both the European and MENA regions,<br />
leading to increased demand for luxury travel accommodations.<br />
Travel to Egypt from residents of the MENA region has been<br />
increasing in the aftermath of 9/11 attacks. With 1.7 mn visitors<br />
from the MENA region in 2006, constituting 19%<br />
54-55<br />
of the total number of tourists, Egypt continues to be one of the<br />
most popular tourism destinations and a home away from home<br />
for many. In addition to the recent changes in Egypt's property<br />
law, attractive land and property prices have encouraged many<br />
Arabs to purchase holiday homes in Egypt, which remains a<br />
favourite perennial.<br />
Key tourists' inflow destinations are Europe and the Middle East,<br />
representing a significant combined share of 87% of total arrivals<br />
to Egypt. Repeated visits from these areas highlight potential<br />
purchasing of a second home, thus, serving as a target market<br />
for residential tourism.<br />
Government objectives,<br />
initiatives, and projections<br />
Realizing the enormous opportunities in the sector, both the<br />
government and the private sector are focused on developing<br />
tourism services. The majority of the development is taking place<br />
in Sinai, the Red Sea Coast, and the North Coast. Furthermore,<br />
the Ministry of Tourism has an ambitious plan to increase arrival<br />
hits to 16 million by 2015 and maintain an annual sector growth<br />
of 12%, aiming to increase room capacity to 140,000 rooms<br />
within the next five years. If the government manages to meet<br />
its target, US$7.6 billion in revenue should be generated within<br />
that time span.
“ TMG identified a gap in the Egyptian market for highend<br />
hotels and a lack of luxury tourism facilities despite<br />
rising investments and economic growth.”<br />
Hotels & Resorts Review<br />
Four Seasons Sharm EL Sheikh<br />
TMG Annual Report 2007
TMG's Hotel and Resorts Complexes<br />
Leveraging on the C&C model, TMG was able to capture a<br />
niche in the luxury, high-end hotel market. TMG identified,<br />
through its market research, a gap in Egypt for luxury hotels,<br />
including associated residential units targeting the upper income<br />
class segment, business communities, and tourist visitors and<br />
created due to the growth in travellers to Egypt for both tourism<br />
and business purposes and increasing wealth generally in the<br />
MENA region. Thereby, TMG introduced three 5 star-hotels with<br />
over 690 rooms/keys established to meet international standards<br />
managed by the Four Seasons Hotel. Additionally, TMG is<br />
currently establishing a resort in Marsa Alam and in the process<br />
of renovating the Nile Hotel in Cairo with 221 rooms targeting<br />
business customers and expected to be launched in 2009.<br />
TMG pioneered in the luxury hotel business, being the first to<br />
introduce services which meet international standards fulfilling<br />
both the present and future needs of customers, and receiving<br />
many awards such as Gallivantor Guide UK, 2005 Top 5 “Best<br />
Resort Europe/ Middle East and Africa”. The Hotels and resorts<br />
(H&R) development project operations of TMG mirrors the City<br />
and Community (C&C) development approach in which the<br />
high end residential properties available for sale are developed<br />
alongside the hotels, favoured with access to the hotel complex<br />
facilities.<br />
56-57<br />
Four Seasons, Nile Plaza<br />
Increase weighting of stable revenues<br />
from hotel and resort complexes<br />
TMG intends to expand its hotel and resort business through<br />
investments in, or the acquisition of, hotel and resort complexes<br />
or increasing its investments in the <strong>Group</strong> subsidiaries through<br />
which it carries out this business. The company intends to use<br />
its existing model of combining a luxury hotel with residential<br />
units to increase the proportion of stable revenues generated<br />
by its hotel operations.
Four Seasons, San Stefano<br />
H&R Projects in Operation & Development:<br />
Four Seasons<br />
Sharm El<br />
Sheikh<br />
Four Seasons<br />
Nile Plaza<br />
Four Seasons<br />
San Stefano<br />
Nile Hotel<br />
Marsa Alam<br />
% Owned (1) : 58%<br />
Location : Sharm<br />
El Sheikh<br />
% Owned (1) : 56%<br />
Location: Cairo<br />
% Owned (1) : 84.47%<br />
Location: Alexandria<br />
% Owned (1) :100%<br />
Location: Cairo<br />
% Owned (1) : 99.9%<br />
Location: Marsa Alam<br />
Rooms/keys : 200<br />
Units : 146<br />
Sold : 91<br />
Av. Price : LE 11,761 psm<br />
Rooms/keys : 365<br />
Units : 131<br />
Sold : 93<br />
Av. Price : LE 11,204 psm<br />
Rooms/keys : 127<br />
Units : 945<br />
Sold : 805<br />
Av. Price : LE 8,033 psm<br />
Rooms/keys : 221<br />
Units : 0<br />
Sold : n/a<br />
Av. Price : n/a<br />
Rooms/keys : 750<br />
Units : 2,250 resi. rooms<br />
Sold : n/a<br />
Av. Price : n/a<br />
1- % owned by ICON, which is 81.31% indirectly owned by TMG<br />
2- Commencement of operations<br />
Commence : November 1998<br />
Complete (2) : May 2002<br />
Star Rating : 5 Star<br />
Commence : September 1997<br />
Complete (2) : August 2004<br />
Star Rating : 5 Star<br />
Commence : February 1999<br />
Complete (2) : July 2007<br />
Star Rating : 5 Star<br />
Commence : August 2005<br />
Complete (2) : Early 2009<br />
Star Rating : Planned 5 Star<br />
Commence : TBC<br />
Complete (2) : TBC<br />
Star Rating : Planned 4/5 Star<br />
Hotels & Resorts Review<br />
Four Seasons, Sharm El Sheikh<br />
Facilities:<br />
Facilities:<br />
Facilities:<br />
Facilities:<br />
Facilities:<br />
8 Restaurants<br />
2 Lounge Bars<br />
Spa<br />
Ballroom<br />
4 Meeting Rooms<br />
Business Center<br />
9 Restaurants<br />
Spa<br />
Ballroom<br />
11 Meeting Rooms<br />
Business Center<br />
Shopping mall<br />
9 Restaurants<br />
Marina<br />
Shopping mall<br />
Ballroom<br />
Offices<br />
Casino<br />
4 Restaurants<br />
4 Meeting Rooms<br />
Business Center<br />
Executive club<br />
Mini business<br />
Centre<br />
4 Hotels<br />
Central Lagoon<br />
TMG Annual Report 2007
Operating Hotels<br />
Location Cairo<br />
Rooms/keys 365<br />
Total units 131 units (BUA 44,646 m 2 )<br />
Sold units 93 (BUA 32,384 m 2 )<br />
Operator Four Seasons<br />
CBRE value (LE mn) 2,220<br />
TMG participation 56%<br />
Average room rate 2,048 LE / US$ 366<br />
Four<br />
Seasons<br />
Nile<br />
Plaza<br />
58-59
Hotels & Resorts Review<br />
TMG Annual Report 2007
Operating Hotels<br />
Four Seasons Cairo at Nile Plaza<br />
Four Seasons Hotel Cairo at Nile Plaza<br />
The Four Seasons Hotel Cairo at Nile Plaza opened in August<br />
2004 entailing a luxurious 5-star hotel with a total capacity of<br />
365 rooms/keys, including 72 suites in a high-rise landmark<br />
building located in the classy district of Garden City in the heart<br />
of Cairo, overlooking the River Nile.<br />
Amenities and facilities of the hotel include nine restaurants, a<br />
spa and wellness centre, indoor and outdoor swimming pools,<br />
a business centre, conference facilities, as well as a ballroom.<br />
The Four Seasons Hotel Cairo at Nile Plaza attracts tourists as<br />
a result of its location on the Nile and proximity to the cultural<br />
tourist destinations within Cairo as well as business travellers.<br />
Meanwhile, the residential area attached to the hotel is composed<br />
of 131 units, of which 72 are Plaza suites over a total BUA of<br />
17,500 sqm, and 59 residential units spread over a BUA of<br />
27,100 sqm with an average area per unit of 341 sqm. Plaza<br />
suites may, at the homeowner's option, be serviced and maintained<br />
by Four Seasons, and are sold to homeowners to use as<br />
residences. It is intended that these units may, at the homeowner's<br />
option, be added to the hotel rental program, the revenue of<br />
which to be equally split between the homeowners and the<br />
60-61<br />
One of the Hotel guest rooms<br />
company. 93 units representing 71% of the total units are already<br />
sold, and the remaining 38 units are expected to be sold by the<br />
end of 2008.<br />
The property also features 4,700 sqm of saleable office space<br />
and 6,780 sqm of commercial space for lease, all of which<br />
have already been fully sold and leased, in addition to a large<br />
underground parking area.
“ TMG pioneered in the luxury hotel business, being<br />
the first to introduce hospitality services which meet<br />
international standards fulfilling both the present and<br />
the future needs of customers.”<br />
Hotels & Resorts Review<br />
Beymen Store An amazing Nile view<br />
TMG Annual Report 2007
Operating Hotels<br />
Location Sharm El Sheikh<br />
Rooms/keys 200<br />
Total residential units 146 units (BUA 23,810 m 2 )<br />
Sold residential units 91 units (BUA 15,675 m 2 )<br />
Operator Four Seasons<br />
CBRE value (LE mn) 825<br />
TMG participation 58%<br />
Average room rate 1,930 LE / US$ 345<br />
Four<br />
Seasons<br />
Sharm<br />
El Sheikh<br />
62-63
Hotels & Resorts Review<br />
TMG Annual Report 2007
Operating Hotels<br />
Four Seasons Sharm El Sheikh Resort<br />
Four Seasons Sharm El Sheikh Resort<br />
The Four Seasons Resort Sharm El Sheikh opened in May 2002<br />
and contains 200 rooms/keys, including 27 suites and 64 family<br />
bedroom suites. In addition to the hotel, the property includes<br />
a residential component on 23,800 sqm of land, comprising<br />
34 villas and 112 chalets. 64 of these chalets, at the homeowner's<br />
option, were added to the hotel rental program, and furnished<br />
and serviced by Four Seasons, the revenue of which to be split<br />
equally between the owner of the chalet and the company. At<br />
the end of 2007, 24 villas and 67 chalets had been sold.<br />
Additionally, TMG owns 64 residential units used for renting by<br />
the Four Seasons.<br />
The resort is located on the coastal strip between the Red Sea<br />
and Mount Sinai, with access to world-class snorkelling and<br />
scuba diving locations. Amenities and facilities include eight<br />
restaurants, two lounge bars, conference facilities, a spa and<br />
wellness centre with private treatment rooms and outdoor<br />
massage areas, two pools, a diving centre, three tennis courts,<br />
and a specialty boutique.<br />
64-65<br />
A villa dining and living room<br />
The resort extension will have a total area of 909,240 sqm and<br />
will comprise a golf course in addition to 102 villas with an<br />
average space per villa of 545 sqm. The golf course is scheduled<br />
for completion by early 2012, and construction of villas<br />
surrounding it will start directly after the operation of the golf<br />
course. The Four Seasons Resort Sharm El Sheikh attracts visitors<br />
from all over the world and is a favoured venue for corporate<br />
conferences and other business meetings, as well as weddings<br />
and other functions.
“Best Resort Europe/Middle East and Africa”<br />
on Gallivantor Guide UK’s 2005 Top 5<br />
Hotels & Resorts Review<br />
The "Reef Grill" restaurant The Resort private beach<br />
TMG Annual Report 2007
Operating Hotels<br />
Location Alexandria<br />
Rooms/keys 127<br />
Total residential units 945 (BUA 250,425 m 2 )<br />
Sold residential units 805 (BUA 207,300 m 2 )<br />
Operator Four Seasons<br />
CBRE value (LE mn) 1,655<br />
TMG participation 84.47 %<br />
Average room rate 1585 LE / US$ 283<br />
Four<br />
Seasons<br />
San<br />
Stefano<br />
66-67
Hotels & Resorts Review<br />
TMG Annual Report 2007
Operating Hotels<br />
Four Seasons Hotel Alexandria at San Stefano<br />
Four Seasons Hotel Alexandria at San Stefano<br />
The San Stefano complex is located in Alexandria, Egypt's second<br />
largest city by the sea coast. The complex enjoys the<br />
Mediterranean sea view, as it has a 170 m beach frontage and<br />
is 45 m away from the sea front. The project is developed on<br />
a total land area of 30,000 sqm and is 35 floors high. It is the<br />
first luxury hotel according to the international standards to be<br />
constructed in Alexandria, with amenities and facilities including<br />
nine restaurants, a ballroom, conference facilities, a spa and<br />
wellness centre, a swimming pool overlooking the Mediterranean<br />
Sea, a casino, and a marina which is expected to be completed<br />
in summer 2009 and to include 750 m of beach for entertainment<br />
purposes. The complex including the 127- room Four Season's<br />
run hotel was inaugurated in July 2007.<br />
The Four Seasons Hotel Alexandria at San Stefano aims to<br />
attract visitors from throughout Egypt and the world both for<br />
tourism and business. It is also expected to be frequently used<br />
for corporate conferences and other business meetings, as well<br />
as weddings and other functions.<br />
The complex also includes a residential component comprising<br />
945 residential apartments ranging from 131 to 1,271 sqm,<br />
68-69<br />
One of the Hotel guest rooms<br />
of which 805 apartments, 85% of the total, had been sold as<br />
at December 31st, 2007. The remaining 15% of the residential<br />
apartments are expected to be leased. The residential component<br />
occupies approximately 28,000 sqm of land and is expected<br />
to be completed in 2009. At the homeowner's option, these<br />
units may be furnished and serviced by the Four Seasons and<br />
included in the hotel rental program. Income from the units<br />
included in the hotel rental program is split equally between the<br />
owner of the unit and the company.<br />
The complex also contains 10,000 sqm of office space and<br />
conference suites, and a retail mall occupying 43,000 sqm over<br />
four floors with 200 retail units, of which 130 had been sold<br />
at the end of 2007, to retailers including some internationally<br />
recognised brands. The mall includes a parking garage with<br />
capacity for 2,200 cars.
“ Luxurious apartments.. Exotic destination.. Unparalleled<br />
amenities.”<br />
Hotels & Resorts Review<br />
"Kala" Restaurant A 4-storey shopping mall<br />
TMG Annual Report 2007
Future Developments<br />
Location Cairo<br />
Rooms/keys 221<br />
CBRE value (LE mn) 298<br />
TMG participation 100%<br />
Status Expected to open in 2009<br />
Nile<br />
Hotel<br />
TMG is currently revamping Nile Hotel to be the first luxury<br />
business hotel in Egypt located in the Garden City area of Cairo<br />
next to the British Embassy and near the Four Seasons Hotel<br />
Cairo at Nile Plaza. The project is expected to be complete in<br />
2009. The Nile Hotel has a total capacity of 221 rooms/keys<br />
including executive club rooms, junior suites, executive suites,<br />
and a presidential suite. The Nile Hotel is overlooking the Nile,<br />
and its amenities and facilities will accommodate the needs of<br />
business travellers and offer business facilities to local business<br />
clients, including state of the art conference and meeting centres,<br />
a 24-hour business centre, computer availability, and internet<br />
access for every room. The hotel will also include four restaurants<br />
and lounges, a spa and wellness centre, and a swimming pool<br />
located at the top floor.<br />
TMG is currently in advanced negotiations with several hotel<br />
management firms for the operation of the Nile Hotel. It is<br />
70-71<br />
seeking a management firm that will complement TMG's other<br />
operating hotels.<br />
The precise specifications for the hotel will be determined based<br />
on the criteria required by the selected management company.
Location Marsa Alam<br />
Land area (m 2 ) 3,256,285<br />
Rooms/keys 750<br />
Residential rooms 2,250<br />
CBRE value (LE mn) 138<br />
TMG Participation 99.9%<br />
Status Currently under development<br />
Marsa<br />
Alam<br />
Resort<br />
Marsa Alam project is aimed to be a high end tourist resort,<br />
located on the West Coast of the Red Sea where it meets the<br />
Arabian desert nearby the Tropic Cancer occupying a land area<br />
of 3.3 mn sqm. TMG plans to establish four separate luxury<br />
hotels, to be surrounded by a lagoon containing a total of 750<br />
hotel rooms and 2,250 residential units to be sold and rented<br />
in two to three bedroom units. Amenities and facilities are<br />
expected to include restaurants and bars, conference facilities,<br />
a spa and wellness centre, swimming pools, tennis courts, and<br />
several specialty boutiques. The resort is currently designed so<br />
that the sea will flow into lagoons that will surround the hotels,<br />
and each hotel in the resort complex will have its own beach.<br />
Marsa Alam has become one of the fastest growing holiday<br />
destinations on the Red Sea Riviera, especially since the opening<br />
of the international airport in 2001. The area is known for its<br />
snorkelling, scuba diving, and surfing attractions. The Marsa<br />
Alam resort will aim to attract visitors from throughout the world<br />
Hotels & Resorts Review<br />
and is expected to be a favoured venue for corporate conferences<br />
and other business meetings, as well as weddings and other<br />
functions.<br />
TMG is in negotiations with several hotel management firms for<br />
the operation of the Marsa Alam resort. It is seeking a<br />
management firm with hotel brands that will complement TMG's<br />
other operating hotels.<br />
The resort's total investment cost is estimated at LE 2 bn to be<br />
incurred over a 6-year period. Construction will be carried over<br />
4 overlapping phases with the first hotel to be inaugurated in<br />
2010, followed by a new hotel each year till 2012. Moreover,<br />
the master plan dedicates for the project to have its own<br />
downtown and entertainment area including units for shops,<br />
cafés, and leisure facilities that will be either leased or sold.<br />
TMG Annual Report 2007
International Expansion Strategy<br />
“Through regional expansion, TMG is expected to widen its scope of<br />
operation, enhance its value, and maintain its current growth profile.”<br />
Leveraging on its City and Community model within the local<br />
market, TMG plans to expand its development platform<br />
internationally, particularly in further locations where it could<br />
have competitive advantages similar to those in its domestic<br />
market. Such regional expansion is expected to widen the<br />
company's scope of operation, enhance its value, and maintain<br />
its current growth profile.<br />
To replicate its success in the Egyptian market, TMG is looking<br />
at markets that could enjoy similar conditions, such as a large<br />
and growing population, a relatively underdeveloped real estate<br />
market, especially in the middle and high middle class segments,<br />
a government policy that is geared towards increasing housing<br />
and that provides a robust legal environment which recognises<br />
land rights, and a stable political environment.<br />
When designing developments in other countries, TMG intends<br />
to tailor its plans to accommodate local requirements and<br />
customs that would make the development more attractive to<br />
the local population. Thus, upon entering foreign markets, TMG<br />
also looks for joint ventures with well regarded and reputable<br />
local partners.<br />
The first step ..<br />
entering the Saudi market<br />
In 2007, TMG has already entered into the Saudi market through<br />
joint venturing with a local development company to capitalize<br />
on the growing and unmet residential demand in the Kingdom,<br />
estimated at 850,000 residential units per annum. The Saudi<br />
subsidiary, Thabat, will develop city and community complexes<br />
in each of Riyadh and Jeddah on a total land area of 5.9 mn<br />
sqm.<br />
TMG has already had a sales office in Saudi Arabia since 1991,<br />
which has developed a number of contacts in, and knowledge<br />
of the Saudi market, and has also conducted market research<br />
on the viability of city and community complexes there.<br />
72-73<br />
Management of TMG strongly believes that the many similarities<br />
which the Saudi real estate market shares with its Egyptian<br />
counterpart, including a stable legal environment and favourable<br />
demographics, deem it to be an attractive market for residential<br />
real estate developments. TMG intends to largely replicate its<br />
existing sales model in Saudi Arabia, by using the same selling<br />
techniques and requiring payment of the full construction cost of<br />
units in advance of delivery of the units.<br />
International expansion in<br />
the hotels & resorts segment<br />
On the other hand, as part of its overall strategy to increase<br />
weighting its stable revenues from the hotels & resorts line of<br />
business, TMG is also looking at expansion opportunities in this<br />
segment into emerging and Eastern European markets, recognized<br />
for a growing tourism sector and a stable economy. TMG has<br />
hired HVS, a specialized market research firm, to perform a<br />
market study to assess market opportunities in such markets,<br />
and will base its expansion plan on the outcome of this research.
Corporate Social Responsibility<br />
“TMG takes responsibility for the impact of its activities on customers,<br />
suppliers, employees, shareholders, communities and other stakeholders,<br />
as well as the environment.”<br />
Corporate Social Responsibility (CSR) is a concept whereby<br />
TMG considers the interests of society by taking responsibility<br />
for the impact of the <strong>Group</strong>'s activities on customers, suppliers,<br />
employees, shareholders, communities and other stakeholders,<br />
as well as the environment.<br />
This obligation is seen to extend beyond the statutory obligation<br />
to comply with legislation and sees the <strong>Group</strong>'s voluntarily taking<br />
further steps to improve the quality of life for clients and their<br />
families as well as for the local community and society at large.<br />
The practice of the <strong>Group</strong>'s CSR is mainly benefiting the society<br />
in multiple ways:<br />
The establishment of public-private partnerships with<br />
the government and NGOs<br />
TMG <strong>Holding</strong> is helping to create a better life for the underprivileged<br />
residents of a number of slum areas through supporting<br />
the Future Foundation in its housing, educational, medical and<br />
social activities. TMG <strong>Holding</strong> is collaborating with the Future<br />
Foundation, the government, and civil society aiming at making<br />
a difference in people's lives and the future of the country by<br />
supporting the basic services provision and community<br />
development programs. As such, the <strong>Group</strong> has also taken part<br />
in the upgrade of AL-Agouza and Heteya neighborhoods.<br />
Also, TMG <strong>Holding</strong> has participated in supporting the programs<br />
tackled by the Future Generation Foundation aiming at developing<br />
the country's business sector thus enabling it to compete in the<br />
global arena. TMG <strong>Holding</strong>-FGF seeks to transform the culture<br />
of the private sector and re-orient it to international levels of<br />
excellence and achievement through the development of its<br />
human resource sector.<br />
Art and Encyclopedia sponsorships<br />
In light of TMG <strong>Holding</strong>'s recognition of arts, the <strong>Group</strong> has<br />
sustained the Actors' Union activities and had an accountable<br />
involvement as to various undertakings of the Alexandria Artists<br />
and Creators Association; basically related to supporting the<br />
Association in delivering its mission of cultural and creativity<br />
growth.<br />
TMG <strong>Holding</strong> also prides itself for sponsoring the 5th anniversary<br />
celebration of Bibliotheca Alexandrina held in October 2007<br />
and attended by HE President Mubarak and Mrs. Suzanne<br />
Mubarak and more than 300 dignitaries, Nobel Laureates,<br />
Ministers, men of letters, intellectuals, foreign and Arab countries'<br />
Ambassadors, Bibliotheca Alexandrina Board of Trustees (BoT)<br />
members, and friends from all over the world.<br />
Furthermore, the <strong>Group</strong> has held up the production of the<br />
"Middle East Encyclopedia” publication as part of sustaining<br />
cultural and literature periodicals.<br />
Critical conditions aid<br />
The <strong>Group</strong> has backed the activities of the Alexandria Heart<br />
Patients' Friends Association in the course of funding surgeries<br />
and medications for critical cases along with financing<br />
psychological and emotional support.<br />
Additionally, the <strong>Group</strong> has given support to Ain Shams University<br />
Specialized Hospital with regard to a number of serious surgeries<br />
and appointing highly qualified physicians and surgeons.<br />
TMG Annual Report 2007
Executive Team<br />
Hisham <strong>Talaat</strong> Mostafa<br />
Chairman and Managing Directopr<br />
See “Board of Directors’ Biographies” page 12 of this report.<br />
Sherif Ghoneim<br />
Vice President for Sales and Marketing<br />
Sherif Ghoneim is Vice President for Sales and Marketing and<br />
has been employed by TMG since 1993. Prior to joining TMG,<br />
he was a Sales Manager for an international development<br />
company. Mr Ghoneim holds a B.Sc. in Engineering.<br />
Zaki El Guiziri<br />
Vice President for Hotels and Business Development<br />
Zaki El Guiziri is Vice President for Hotels and Business Development<br />
and has been employed by TMG since 2004.<br />
Prior to joining TMG, he worked for Chase National Bank from<br />
1980 until 1984 and then joined Misr America International<br />
Bank (a subsidiary of Bank of America) as General Manager<br />
for the Alexandria and Delta Area. Mr El Guiziri holds a B.Sc.<br />
in Economics from Alexandria University.<br />
Jihad M. Sawaftah<br />
Vice President<br />
Chief Financial Officer<br />
Jihad M. Sawaftah was appointed Chief Financial Officer of the<br />
<strong>Company</strong> in October 2007. Sawaftah is also the Vice President,<br />
Financial Control and Information Technology Head with<br />
responsibilities for each of the Operating Companies since<br />
2004. Before joining TMG, Sawaftah worked with HRH Prince<br />
Alwaleed Bin Talal Bin Abdulaziz Al Saud and served, among<br />
74-75<br />
other positions, as <strong>Group</strong> Financial Controller of Kingdom Hotel<br />
Investment <strong>Group</strong> and as Chief Financial Officer of Kingdom<br />
Planet Hollywood. Mr Sawaftah holds a B.Sc. in Finance, Banking<br />
and Accounting from Yarmouk University, Jordan.<br />
Ali Abdallah<br />
Vice President for Banking and Real Estate<br />
Ali Abdallah is Vice President for Banking and Real Estate and<br />
has been employed by TMG since 2000. Prior to joining TMG,<br />
he was the Investment Development Manager for Faisal Islamic<br />
Bank for 20 years. Mr Abdallah holds a B.Sc. in Accounting.<br />
Gamal El Guindy<br />
Vice President for Administration of the Chairman’s Office<br />
Gamal El Gindy is Vice President for Administration of the<br />
Chairman’s Office and has been employed by TMG since 1983.<br />
Mr Guindy holds a B.Sc. in Accounting.<br />
Ahmed Afifi<br />
Vice President for Madinaty Project Management<br />
Ahmed Afify is Vice President for Madinaty Project Management<br />
and has been employed by TMG since 1995. Prior to joining<br />
TMG, he was Manager of the Alexandria branch of AMBRIC<br />
for four years, and prior to that was the General Executing<br />
Manager of a construction company in Saudi Arabia. Mr Afifi<br />
holds a B.Sc. in Engineering.
Mohamed Atef<br />
Vice President for Technical Affairs<br />
Mohamed Atef is Vice President for Technical Affairs and has<br />
been employed by TMG since 2005. Prior to joining TMG, he<br />
was a Project Manager for Kingdom Investment Hotels Co from<br />
2004 to 2005 and was a Project Manager for Bechtel International<br />
from 1997 to 2004. Mr Atef holds a B.Sc. in Engineering.<br />
Mohamed Ashraf Al Banna<br />
Vice President for Operations<br />
Mohamed Ashraf Al Banna is Vice President for Operations and<br />
has been employed by TMG since 2005. Prior to joining TMG,<br />
he was a Manager in the Hotels Department of Intercontinental<br />
Dubai after serving as a Consultant of the Minister of Commerce<br />
in Malaysia. Mr Al Banna holds a B.A. from the American<br />
University in Cairo.<br />
Nagi El Touny<br />
Vice President for Touristic Projects<br />
Nagi El Touny is Vice President for Touristic Projects and has<br />
been employed by TMG since 1994. Prior to joining TMG, he<br />
was the resident manager of the Red Sea Palace Hotel, in<br />
Jeddah, KSA which is managed by Jester the Swiss management<br />
international company. He holds a Diploma of Hospitality<br />
accredited by Ecole Hoteliere De Lausanne whereby he had<br />
pursued his studies in Jester's specilaized training center during<br />
the period from 1978 to 1980.<br />
Sabry Kamal<br />
Vice President for Quality and Systems<br />
Sabry Kamal is Vice President for Quality and Systems and has<br />
been employed by TMG since 1995. He previously served as<br />
Area Sales Manager of Al Futtaim Motors (Toyota) for 14 years.<br />
Mr Kamal holds a B.Sc. in Accounting.<br />
Sami Mokhtar<br />
Vice President for San Stefano Project<br />
Sami Mokhtar is Vice President for San Stefano Project and has<br />
been employed by TMG since 1992. He holds a B.Sc. in<br />
Engineering.<br />
Ayman Ali<br />
Vice President for Human Resources<br />
Ayman Ali is Vice President for Human Resources and has been<br />
employed by TMG since 2005. Prior to joining TMG, he was<br />
a Human Resources Consultant in Cairo for two years, after<br />
serving as the Human Resources Director of Derry Technological<br />
Services from 1998 to 2003. Mr Ali holds a B.Sc. in Accounting,<br />
as well as an M.B.A. and Master of Science in Human Resources<br />
from an American University.<br />
TMG Annual Report 2007
Financial Review
CFO Report<br />
Proforma Financials:<br />
Review Report of the Auditors<br />
Consolidated Proforma Financial Statements<br />
Notes to the Consolidated Proforma<br />
Financial Statements<br />
Consolidated Financials:<br />
Review Report of the Auditors<br />
Consolidated Financial Statements<br />
Notes to the Consolidated Financial<br />
Statements
CFO Report<br />
Dear Shareholders,<br />
At TMG we continue to post strong financial results generated<br />
from a growth-oriented asset mix and a deep understanding of<br />
the market dynamics and customer needs, and again we have<br />
exceeded our 2007 financial targets.<br />
2007 marked the consolidation of the real estate development and<br />
hospitality activities conducted by companies in which the <strong>Talaat</strong><br />
<strong>Moustafa</strong> <strong>Group</strong> had significant interests into one holding company.<br />
In October 2007, the company’s issued and paid up capital was<br />
increased to be LE20,302,035,500 divided over 2,030,203,550 shares,<br />
whereby the <strong>Company</strong> increased, through a series of transactions,<br />
its direct and indirect ownership in Arab <strong>Company</strong> for Urban Dev<br />
& Projects SAE, San Stefano Real Estate SAE and Alexandria Real<br />
Estate SAE 99.9%, 100%* and 98.6% of the issued and outstanding<br />
shares, respectively, and increased its direct and indirect ownership<br />
in Alexandria for Urban Projects SAE to 100% of the issued and<br />
outstanding shares.<br />
In addition, the company's indirect ownership reached 81.31%*<br />
of the Arab <strong>Company</strong> for Hotels and Tourism Investment ("ICON"),<br />
which holds the <strong>Group</strong>’s interests in its hotel and resort complexes<br />
Four Seasons Nile Plaza, Four Seasons Sharm El Sheikh, San Stefano<br />
Grand Plaza, Nile Hotel and Marsa Alam Resort Project.<br />
In November 2007, following this restructuring process, TMG<br />
successfully offered 395 mn shares through a retail offering and<br />
an institutional and international offering at a ratio of 16.5% and<br />
83.5%, respectively. The institutional and international offering took<br />
place over two tranches at a price of LE 11.6/share; the primary<br />
tranche amounted to 215 mn shares, while the secondary tranche<br />
amounted to 115 mn shares. The retail offering, amounting to 65<br />
mn shares, was executed at a price of LE 11/share, a 5%<br />
discount from the institutional and international offering price.<br />
Results of the offerings revealed an outstanding interest from Arab<br />
and international investors, whereby the subscription to the<br />
institutional and international offering was <strong>cover</strong>ed 17x with total<br />
bids of LE 65 bn, while the retail offering was <strong>cover</strong>ed 41.4x, receiving<br />
total bids of LE 29.6 bn.<br />
Finally, on November 28, 2007, TMG's shares started to trade on<br />
CASE under the code <strong>TMGH</strong>.CA.<br />
We are moving into 2008, from a position of considerable financial<br />
strength and with an ongoing commitment to corporate disclosure<br />
and governance excellence.<br />
We are growing with a focus on future opportunities and<br />
maximizing value for our shareholders, customers, and team<br />
members whereby the IPO proceeds will be utilized to fund existing<br />
and future development projects, acquisitions, and investments<br />
both within Egypt and across the MENA Region and Europe.<br />
* TMG <strong>Group</strong> structure in July 31 th , 2008<br />
78-79<br />
Financial Review<br />
TMG <strong>Holding</strong> (proforma consolidated results)* In LE<br />
Total long term assets 32,055,195,545<br />
Net working capital 7,101,209,815<br />
Total investments 39,156,405,360<br />
Total shareholders equity excluding minority interest 21,823,872,123<br />
Total revenues 1,875,717,794<br />
Gross Profit 850,650,730<br />
Gain on sale of investments & other 1,085,574,924<br />
Net profit after tax and minority interest 1,340,979,009<br />
* Pro-forma consolidated results assumes that the acquisition of<br />
TMG's subsidiaries took place on January 1 st , 2007 instead of<br />
the actual date which is October 28 th , 2007.<br />
TMG <strong>Holding</strong> (consolidated results)* In LE<br />
Total revenues 431,413,137<br />
Gross Profit 255,966,517<br />
Net profit after tax and minority interest 195,395,347<br />
* Actual Results from October 28 th , to December 31 st , 2007.<br />
Asset growth<br />
At December 31 st , 2007, Total assets reported LE 43 bn of which<br />
cash and cash equivalent amounted to LE 4.3 bn, representing<br />
10% of total assets. On the other hand, total liabilities reported LE<br />
18.9 bn of which debt amounted to LE 2.1 bn, implying a net cash<br />
position of LE 2.3 bn.<br />
Financial resources and capital structure<br />
During 2007, the company's financial statements showed a net<br />
cash flow from operating activities of a negative LE 14.88 bn which<br />
was mainly due to the following:<br />
i- an increase of LE 9.53 bn in the short and long term accounts<br />
and notes receivable (post dated checks) that are related to the<br />
pre-sales customers' future payments and,<br />
ii- an increase in construction work by LE 8.7 bn. which has mainly<br />
comprised of (a) LE 2.13 bn of unpaid land cost and (b) LE 2.1<br />
bn relating to the development of hotels and other fixed assets<br />
that are still under construction. Once completed, these will be<br />
added to the company's fixed assets and hence reflected in<br />
the cash flow from investing activities.<br />
Based on the above, our net cash flow from operating activities<br />
would amount to a positive LE 560 mn.<br />
Managing the <strong>Group</strong>’s cost and structure of borrowing is a key<br />
objective and our outstanding borrowings are non-recourse and<br />
floating-rate, primarily to US$ LIBOR. During 2007, the <strong>Group</strong>’s<br />
weighted average cost of debt was 7.5% for the US $ Borrowings.<br />
The <strong>Group</strong>’s weighted average cost of debt in LE was 1.25 % over<br />
the discounted rate set by the Central Bank of Egypt.<br />
The <strong>Group</strong>’s balance sheet remains conservatively leveraged at<br />
10% gearing, with the bulk of construction work being self financed<br />
through down payments from customers.
CFO Report<br />
Income statement and operational performance<br />
Total pro-forma consolidated revenues for 2007 reached LE 1.87<br />
bn. Revenue from real estate development business accounted<br />
for 85% of revenues, with hotels net revenues and services revenues<br />
accounting for the remaining 15%. Gross profit reached LE 850 mn<br />
implying a gross profit margin of 45%.<br />
12%<br />
Gross profit from real estate reported LE 601 mn, implying a gross<br />
profit margin of 38%.<br />
Revenues from sold units and cost of sold units are recognized upon units'<br />
delivery. Accordingly, revenues are recognized on the income statement<br />
when the completed units are delivered to unit owners. As a result, total<br />
revenues figure recognized on the income statement does not reflect<br />
sales achieved during the year, but is rather related to the completed and<br />
delivered units that have been sold in prior periods.<br />
As at December 31, 2007, TMG had a backlog of sold units, with a total<br />
value of LE 16.7 bn that are estimated to be recognized over the next<br />
three years.<br />
LE mn<br />
7,000<br />
6,000<br />
5,000<br />
4,000<br />
3,000<br />
2,000<br />
1,000<br />
0<br />
3%<br />
5,500<br />
85%<br />
Net Revenue from hotel operations of LE 228.6 mn. was the<br />
outcome of the improvement in the hotels key performance<br />
6,600<br />
Revenue from Sold Units<br />
Net Revenue<br />
from Hotel Operations<br />
Services Revenue<br />
4,600<br />
2008 2009 2010<br />
Estimated Recognized Value<br />
Actual % to pro-forma % to<br />
31/12/2007 total 31/12/2007 total<br />
LE LE<br />
Revenue from Sold Units 332,569,212 77% 1,598,606,173 85%<br />
Net Revenue from Hotel Operations 57,465,428 13% 228,624,500 12%<br />
Services Revenue 41,378,498 10% 48,487,121 3%<br />
Total Revenue 431,413,138 100% 1,875,717,794 100%<br />
Cost of Sold Units 150,749,233 45% 997,858,624 62%<br />
Cost of Sold Services 24,697,387 60% 27,208,440 56%<br />
Total Cost 175,446,620 41% 1,025,067,064 55%<br />
Gross profit 255,966,517 59% 850,650,730 45%<br />
indicators with a 23% increase in the combined ARR from US$ 290<br />
in 2006 to US$ 356 in 2007 and a 26% increase in combined RevPar<br />
from US$ 190 in 2006 to US$ 239 in 2007, implying an improvement<br />
in the occupancy rates as well.<br />
Gross profit from services reported LE 21.3 mn, implying a gross<br />
profit margin of 44% from service companies relating to the <strong>Group</strong>'s<br />
projects.<br />
The company’s marketing, general and administrative expenses<br />
recorded LE 270.2 mn, and the interest expense figure for the same<br />
period reached LE 13.7 mn, collectively forming an expense figure<br />
of LE 283.9 mn, which is 50% offset by the credit interest earned<br />
on deposits, interest earned on T-bills and T-bonds, and investment<br />
income, collectively amounting to LE 141.7 mn<br />
Net profit recorded LE 1.341 billion for 2007.<br />
Key Operational Highlights for 2007<br />
City and Community Complexes (C&C)<br />
Real estate sales – units sold<br />
12,000<br />
10,000<br />
8,000<br />
6,000<br />
4,000<br />
2,000<br />
Real estate sales – LE bn<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
0<br />
7,570<br />
6.2<br />
67%<br />
39%<br />
10,520<br />
2006 2007<br />
10.4<br />
2006 2007
CFO Report<br />
Real estate sales breakdown – units sold<br />
7,000<br />
6,000<br />
5,000<br />
4,000<br />
3,000<br />
2,000<br />
1,000<br />
0<br />
4,541<br />
6,295<br />
2,783<br />
4,008<br />
96 77 120 102<br />
Madinaty Al Rehab Al Rabwa San Slefano<br />
2006 2007<br />
Real estate sales breakdown – LE mn<br />
7,000<br />
6,000<br />
5,000<br />
4,000<br />
3,000<br />
2,000<br />
1,000<br />
0<br />
4,060<br />
6,730<br />
1,453<br />
2,835<br />
LE bn<br />
2006 % 2007 %<br />
Madinaty 4.0 66% 6.7 65%<br />
Al Rehab 1.4 23% 2.8 27%<br />
Al Rabwa 0.2 3% 0.2 2%<br />
San Stefano 0.3 4% 0.3 3%<br />
Sharm El Sheikh 0.0 0% 0.0 0%<br />
Nile Plaza 0.2 4% 0.3 3%<br />
Total 6.1 100% 10.4 100%<br />
During 2007, total real estate units sales amounted to LE 10,368<br />
mn (10,520 units sold) in comparison of LE 6,184 mn (7,570 units<br />
sold) in 2006 showing a significant growth of 67% in sales and 39%<br />
in terms of units sold compared to 2006. Madinaty project<br />
accounted for 60% of total units sold and 66% of total sales in 2007,<br />
whereas Al Rehab project accounted for 38% of total units sold<br />
and 27% of total sales.<br />
187<br />
Madinaty Al Rehab Al Rabwa<br />
Real estate sales breakdown<br />
2006 2007<br />
205<br />
Units Sold<br />
2006 % 2007 %<br />
Madinaty 4,541 60% 6,295 60%<br />
Al Rehab 2,783 37% 4,008 38%<br />
Al Rabwa 96 1% 77 1%<br />
San Stefano 120 2% 102 1%<br />
Sharm El Sheikh 3 0% 12 0%<br />
Nile Plaza 27 0% 26 0%<br />
Total 7,570 100% 10,520 100%<br />
80-81<br />
Madinaty<br />
Total sales in 2007 amounted to LE 6.7 bn (6,295 units) in comparison<br />
to LE 4.06 bn (4,541 units) in 2006 (6 months, since the launch of<br />
sales in July 2006) showing a growth of 66% and 39% in sales and<br />
sold units, respectively. Moreover, the continuous increase in<br />
average selling prices of both villas and apartments from LE 4,378<br />
psm and LE 2,400 psm at launch of sales in July 2006 to reach LE<br />
8,160 psm and LE 3,505 psm by the end of 2007, respectively,<br />
explains the significant increase in sales.<br />
Madinaty - Units Sold<br />
7,000<br />
6,000<br />
5,000<br />
4,000<br />
3,000<br />
2,000<br />
1,000<br />
Madinaty - LE bn<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0<br />
Madinaty<br />
0<br />
9000<br />
8000<br />
7000<br />
6000<br />
5000<br />
4000<br />
3000<br />
2000<br />
1000<br />
0<br />
4,378<br />
2,400<br />
Jul-06<br />
Aug-06<br />
Sep-06<br />
Oct-06<br />
4.06<br />
4,541<br />
39%<br />
6,295<br />
2006 2007<br />
Villa<br />
Apartment<br />
Nov-06<br />
Dec-06<br />
66%<br />
Jan-07<br />
Feb-07<br />
Mar-07<br />
Apr-07<br />
May-07<br />
Jun-07<br />
6.7<br />
2006 2007<br />
Jul-07<br />
Aug-07<br />
Sep-07<br />
Oct-07<br />
8,160<br />
3,505<br />
Nov-07<br />
Dec-07
CFO Report<br />
Al Rehab<br />
During 2007, the company sold 4,008 units compared with 2,783<br />
units in 2006. Total sales in 2007 amounted to LE 2.84 bn in<br />
comparison to LE 1.453 bn in 2006 showing a remarkable growth<br />
of 95%. Said growth resulted from the 50% increase in units sales<br />
coupled with increase in average selling prices of both villas and<br />
apartments by 41% and 65% to LE 8,670 psm and LE 3,660 psm,<br />
respectively.<br />
Al Rehab - Units Sold<br />
4,500<br />
4,000<br />
3,500<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
Al Rehab - LE bn<br />
3.0<br />
2.5<br />
2.0<br />
1.5<br />
1.0<br />
0.5<br />
0.0<br />
500<br />
0<br />
Al Rehab<br />
10000<br />
9000<br />
8000<br />
7000<br />
6000<br />
5000<br />
4000<br />
3000<br />
2000<br />
1000<br />
0<br />
Jul-06<br />
Aug-06<br />
2,566<br />
1,236<br />
Sep-06<br />
Oct-06<br />
2,783<br />
1.45<br />
Villa<br />
Apartment<br />
Nov-06<br />
Dec-06<br />
95%<br />
Jan-07<br />
Feb-07<br />
44%<br />
Mar-07<br />
Apr-07<br />
May-07<br />
Jun-07<br />
4,008<br />
2006 2007<br />
2.84<br />
2006 2007<br />
Jul-07<br />
Aug-07<br />
Sep-07<br />
Oct-07<br />
8,670<br />
3,660<br />
Nov-07<br />
Dec-07<br />
Al Rabwa<br />
During 2007, the company sold 77 units compared with 97 units<br />
in 2006. Total sales in 2007 amounted to LE 205 mn in comparison<br />
to LE 187 mn in 2006 showing a growth of 10% resulting from 25%<br />
increase in villas’ average selling prices from LE 5,876 psm in 2006<br />
to LE 11,930 psm in 2007.<br />
Al Rabwa - Units Sold<br />
100<br />
90<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
Al Rabwa -LE bn<br />
0.25<br />
0.20<br />
0.15<br />
0.10<br />
0.05<br />
0.00<br />
Al Rabwa<br />
14000<br />
12000<br />
10000<br />
8000<br />
6000<br />
4000<br />
2000<br />
0<br />
Jul-06<br />
Aug-06<br />
5,876<br />
Sep-06<br />
Oct-06<br />
96<br />
Villa<br />
Nov-06<br />
Dec-06<br />
Jan-07<br />
Feb-07<br />
20%<br />
Mar-07<br />
Apr-07<br />
May-07<br />
Jun-07<br />
77<br />
2006 2007<br />
0.187<br />
10%<br />
0.205<br />
2006 2007<br />
Jul-07<br />
Aug-07<br />
Sep-07<br />
Oct-07<br />
11,930<br />
Nov-07<br />
Dec-07
CFO Report<br />
Hotel & Resorts projects in operation<br />
In addition to its City and Community complexes, the <strong>Company</strong><br />
has developed 3 large scale mixed use developments each of<br />
which include a luxurious hotel operated by the Four Seasons, and<br />
has two other H&R projects under development.<br />
Four Seasons Sharm El Sheikh, average occupancy increased from<br />
58% in 2006 to 67% in 2007 coupled with increase in average room<br />
rate by 20% from US$287 in 2006 to US$345 in 2007. Moreover,<br />
RevPAR showed a 39% increase from US$166 in 2006 to US$231<br />
in 2007.<br />
Four Seasons Sharm El Sheikh - Rev. Per<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
Four Seasons Sharm El Sheikh - ARR<br />
35020%<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
287<br />
345<br />
2006 2007<br />
Four Seasons Sharm El Sheikh - GOP<br />
60%<br />
50%<br />
40%<br />
30%<br />
20%<br />
10%<br />
0%<br />
166<br />
46.70%<br />
82-83<br />
39%<br />
10%<br />
231<br />
2006 2007<br />
51.30%<br />
2006 2007<br />
As for Four Seasons Nile Plaza, average occupancy recorded 71%<br />
in both 2006 and 2007. In addition, average room rate increased<br />
by 25% from US$292 in 2006 to US$366 in 2007. Moreover, RevPAR<br />
showed a 25% increase from US$208 in 2006 to US$261 in 2007.<br />
Four Seasons Nile Plaza - Rev. Par<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
Four Seasons Nile Plaza - ARR<br />
400<br />
350<br />
300<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
208<br />
292<br />
Four Seasons Nile Plaza - GOP<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
25%<br />
25%<br />
2007 also marked the commencement of operations of Four<br />
Seasons San Stefano and complex, (15 July 07). Its average<br />
occupancy reached 48% with an average room rate of US$283<br />
and a RevPAR of US$135. Moreover, residential unit sales increased<br />
by 39 units from 766 units in 1H07 to reach 805 units by the end<br />
of FY07.<br />
261<br />
2006 2007<br />
366<br />
2006 2007<br />
705%<br />
60.60<br />
63.90<br />
2006 2007
CFO Report<br />
Outlook<br />
In the immediate future, TMG is expanding its city and community<br />
complexes’ business to Saudi Arabia through a joint venture with<br />
Saudi Partners to develop projects in both Riyadh and Jeddah that<br />
are similar to TMG’s Al Rehab complex. Sales for Riyadh project is<br />
scheduled to be launched in summer 2008.<br />
TMG believes that the real estate market in Saudi Arabia has many<br />
characteristics in common with the Egyptian market, including a<br />
stable legal environment and favorable demographics. Moreover,<br />
TMG is familiar with the Saudi Arabian market, having maintained<br />
a sales presence there since 1991.<br />
TMG plans to keep on evaluating additional opportunities for<br />
expanding its development platform internationally, particularly<br />
in further locations where it believes it would have competitive<br />
advantages similar to those in its domestic market.<br />
TMG will continue to adopt the concept of phased sales and<br />
construction which allows the company to adapt construction of<br />
each phase to meet changes in demand for different types, styles,<br />
and sizes of units that may arise due to changes in income levels,<br />
average household size, lifestyle, and consumer preferences. It also<br />
helps to ensure that development of large projects is manageable<br />
and, therefore, avoid carrying an inventory of unsold units in the<br />
event of an unexpected market decline.<br />
TMG is also taking serious steps towards expanding its hotel and<br />
resort business both locally and internationally through investments<br />
in, or the acquisition of, hotel and resort complexes or increasing<br />
its investments in the <strong>Group</strong> subsidiaries through which it carries<br />
out this business. TMG plans to finance this expansion through a<br />
mixture of debt and equity financing. In doing so, TMG intends to<br />
use its successful model of combining a luxury hotel with residential<br />
units, commercial space, and an office park to increase the<br />
proportion of stable revenues generated by its hotel operations.<br />
Sincerely<br />
Jihad M. Sawaftah<br />
Vice President<br />
Chief Financial Officer
Review Report<br />
To The Board of Directors of <strong>Talaat</strong> Mostafa <strong>Group</strong> <strong>Holding</strong> “TMG <strong>Holding</strong>” (S.A.E)<br />
We have performed a review for the accompanying consolidated Pro-forma financial statements of TALAAT MOSTAFA GROUP HOLDING<br />
“TMG HOLDING” (S.A.E) represented in the consolidated Pro-forma balance sheet as of 31 December 2007 and the related consolidated<br />
Pro-forma income statement, statement of changes in shareholders’ equity and statement of cash flows for the period from 1 January<br />
2007 to 31 December 2007. we have audited the historical financial statements of TMG holding (the company ) and associates companies<br />
as of 31 December 2007 and issued our reports for the companies dated 28 February 2008 and Pro-forma adjustments related to historical<br />
balances of these finical statements. Pro-forma adjustments were prepared according to managements judgments which disclose in<br />
disclosure (2b) .These consolidated Pro-forma financial statements are the responsibility of the <strong>Company</strong>’s management. Our responsibility<br />
is to issue a report on the adjustments related to historical balances of these consolidated Pro-forma finical statements based on our<br />
review.<br />
The purpose of consolidated Pro-forma financial statements is showing the significant effects that make acquisition on the historical<br />
financial statements that if the acquisition were done on the associates companies in 1 January 2007.<br />
The Pro-forma that prepared and provided by the management is an applicable basis to prepare consolidated Pro-forma financial<br />
statements, the related hypothesis adjustments reflects the impacts of this Pro-forma, adjustments of the historical financial statements<br />
as it appeared in the consolidated Pro-forma financial statements of 31 December,2007 and the related consolidated Pro-forma income<br />
statement, statement of changes in shareholders’ equity and statement of cash flows for the period from 1 January 2007 to 31 December<br />
2007.<br />
As per our review of the consolidated pro-forma financial statements of TALAAT MOSTAFA GROUP HOLDING ”TMG HOLDING” (S.A.E) as<br />
of 31 December 2007, we did not note any material adjustment that should be made to the consolidated financial statements to conform<br />
to the Egyptian Accounting Standards.<br />
Cairo: 3 March 2008<br />
84-85<br />
Translation of financial statements<br />
originally issued in Arabic
Consolidated Proforma Balance Sheet<br />
31 December 2007<br />
Translation of financial statements<br />
originally issued in Arabic<br />
Notes 2007<br />
LE<br />
ASSETS<br />
Long term assets<br />
Property and equipment - Net (3-3&4) 2,555,349,521<br />
Projects under constructions (3-4&5) 284,578,009<br />
Goodwill (6) 16,579,416,128<br />
Available for sale investments (3-5&7) 15,707,930<br />
Investments in associates (3-5&8) 33,707,750<br />
Long term notes receivables (10) 7,832,032,472<br />
Long term constructions work in progress (11) 4,754,403,735<br />
Total Long term assets 32,055,195,545<br />
Current assets<br />
Finished units (12) 12,382,134<br />
Constructions work in progress (11) 3,979,198,269<br />
Inventory - Net (3-6&13) 22,203,776<br />
Short term accounts and notes receivables (10) 1,730,606,871<br />
Prepayments and other debit balances (3-7&14) 716,382,809<br />
Available for sale investments (3-5&7) 65,853,609<br />
Trading investments (3-5&9) 909,614,313<br />
Cash on hand and at banks (3-8&15) 3,489,987,203<br />
Total current assets 10,926,228,958<br />
Current liabilities<br />
Provisions (3-10&16) 5,988,201<br />
Banks overdraft (3-18&15) 51,836,987<br />
Accounts and notes payable (17) 301,849,083<br />
Current portion of loans and facilities (3-18&21) 357,115,674<br />
Customers down payment (18) 2,039,458,162<br />
Other credit balances (3-9&19) 1,068,771,036<br />
Total current liabilities 3,825,019,143<br />
WORKING CAPITAL 7,101,209,815<br />
TOTAL INVESTMENTS 39,156,405,360<br />
Financed as follows:<br />
Equity<br />
Issued and paid up capital (20) 20,302,035,500<br />
Share premium (20) 158,119,298<br />
General reserves (25) 25,747,613<br />
Treasury stocks (3,009,297)<br />
Profit for the period 1,340,979,009<br />
TOTAL EQUITY 21,823,872,123<br />
Minority interest 2,266,490,377<br />
Long term liabilities<br />
Loans and facilities (21) 1,706,925,363<br />
Long term liabilities (22) 13,336,806,163<br />
Notes payable-long term (22) 18,977,755<br />
Deferred tax liability (26) 3,333,579<br />
Total long term-liabilities 15,066,042,860<br />
Total finance of equity and long term Liabilities 39,156,405,360<br />
Chairman Financial Directors Auditors<br />
Hesham <strong>Talaat</strong> Mostafa Ghaleb A. Fayed Emad Hafez Ragheb Magdy Hashish
Consolidated Proforma Income Statement<br />
For the period from 1 January 2007 to 31 December 2007<br />
Financial Directors Chairman<br />
Ghaleb A. Fayed Hesham <strong>Talaat</strong> Mostafa<br />
- The accompanying notes from (1) to (29) are an integral part of these consolidated proforma financial statements.<br />
86-87<br />
Translation of financial statements<br />
originally issued in Arabic<br />
Notes 2007<br />
LE<br />
Revenue (3-11&23) 1,875,717,794<br />
Cost of Revenue (3-20&23) (1,025,067,064)<br />
GROSS PROFIT 850,650,730<br />
Selling and marketing expenses (3-20) (139,130,991)<br />
General and administrative expenses (3-20) (127,851,575)<br />
Financing expenses (13,715,825)<br />
Credit interest 78,292,239<br />
Other income 40,620,642<br />
Investment income 627,125<br />
Income from treasury stocks 10,599,063<br />
Capital gain 989,331<br />
Gain on sale of investments 573,453,970<br />
Net fair value of holding company in share holders of associates affiliates 501,536,713<br />
Net change in the market value for the investments 10,584,241<br />
Foreign exchange (Losses) (3,459,746)<br />
PROFIT BEFORE TAX 1,783,195,917<br />
Income tax (44,431,110)<br />
Deferred tax expense (1,448,118)<br />
PERIOD PROFIT AFTER TAX 1,737,316,689<br />
Minority interest (396,337,680)<br />
NET PROFIT FOR THE PERIOD 1,340,979,009<br />
Earnings per share for the period (24) 0,66
Consolidated Proforma Statement of Changes In Equity<br />
For the period from 1 January 2007 to 31 December 2007<br />
Share Share General Retained Treasury Total<br />
Capital premium reserves earnings shares<br />
LE LE LE LE LE LE<br />
Opening Balance 6,000,000 - - - - 6,000,000<br />
Profit for the period - - - 1,340,979,009 - 1,340,979,009<br />
General reserves - - 25,747,613 - - 25,747,613<br />
Issue of share capital 20,296,035,500 - - - - 20,296,035,500<br />
Share Premium - 158,119,298 - - - 158,119,298<br />
Treasury shares - - - - (3,009,297) (3,009,297)<br />
Balance At 31 December 2007 20,302,035,500 158,119,298 25,747,613 1,341,337,055 (3,009,297) 21,823,872,123<br />
- The accompanying notes from (1) to (29) are an integral part of these consolidated proforma financial statements.<br />
Translation of financial statements<br />
originally issued in Arabic
Consolidated Proforma Cash Flow Statement<br />
For the Period from 1 January 2007 to 31 December 2007<br />
Notes 2007<br />
LE<br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
Profit for the year 1,340,979,009<br />
Adjustments to reconcile net profit to cash flows<br />
from operating activities:<br />
Depreciation 58,500,067<br />
Change in market value for investments (10,584,241)<br />
Income tax 45,879,228<br />
Cash from operations before working capital changes: 1,434,774,063<br />
(Increase) in finished units inventory (12,382,134)<br />
(Increase) in constructions work (8,733,602,004)<br />
(Increase) in inventory (22,203,776)<br />
(Increase) in short term accounts and notes receivables (1,730,606,871)<br />
(Increase) in long term accounts and notes receivables (7,832,032,472)<br />
(Increase) in prepayments and other debit balances (716,382,809)<br />
(Increase) in available for sale investments (81,561,539)<br />
(Increase) in investments in associates (33,707,750)<br />
(Increase) in available for trading investments (899,030,071)<br />
Increase in provisions 5,988,201<br />
Increase in short term accounts and notes payable 301,849,083<br />
Increase in long term notes payable 18,977,755<br />
Increase in current portion of loans and facilities 357,115,674<br />
Increase in customers down payment 2,039,458,162<br />
Increase in other credit balances 1,022,891,807<br />
Net cash from operating activities (14,880,454,681)<br />
CASH FLOWS FROM INVESTING ACTIVITIES<br />
Purchase of property and equipment and constructions work (2,898,427,597)<br />
Purchase of investments (16,579,416,128)<br />
Net cash (used in )investing activities (19,477,843,725)<br />
CASH FLOWS FROM FINANCING ACTIVITIES<br />
Cash proceeds from issuing shares 20,302,035,500<br />
Cash proceeds from premium shares 158,119,298<br />
Increase in minority shareholders 2,266,490,377<br />
Purchase of treasury shares (3,009,297)<br />
Reserves 25,747,613<br />
Cash received from loans and facilities 1,706,925,363<br />
Cash received from long term liabilities 13,340,139,742<br />
Net cash from financing activities 37,796,448,596<br />
INCREASE IN CASH AND CASH EQUIVALENTS 3,438,150,190<br />
Cash and cash equivalents at the beginning of the period -<br />
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (15) 3,438,150,190<br />
- The accompanying notes from (1) to (29) are an integral part of these consolidated proforma financial statements.<br />
88-89<br />
Translation of financial statements<br />
originally issued in Arabic
NOTES TO THE CONSOLIDATED PROFORMA FINANCIAL STATEMENTS<br />
31 December 2007<br />
1- Background<br />
<strong>Talaat</strong> Mostafa <strong>Group</strong> <strong>Holding</strong> S.A.E. was established on 13 February<br />
2007 and registered in Egypt under Commercial Registration<br />
numbered 187397 by date 3 April 2007 under the provisions of<br />
law 95 of 1992 and its executive regulations.<br />
The main objective of the <strong>Company</strong> is participating in the<br />
incorporation of shareholding companies or participating in the<br />
capital increase of those companies.<br />
2- Scope of the Consilidated Proforma Financial Statements<br />
A- The consolidated proforma financial statements include the<br />
subsidiaries, that <strong>Talaat</strong> Mostafa group holding owns more than<br />
50% of their issued capital, as follow:<br />
Shares<br />
participation<br />
Arab company for projects and urban development 99.9%<br />
Alexandria for real estate <strong>Company</strong> 98.6%<br />
San Stefano for real estate <strong>Company</strong> 98.34%<br />
The company owns indirect 27.32 % of San Stefano for real estate<br />
through its subsidiaries (Arab company for projects and urban<br />
development, Alexandria for real estate and Alexandria for urban<br />
projects.<br />
B- Proforma adjustments and the basis of preparing the<br />
consolidated proforma financial statements Proforma adjustments-<br />
Business combination.<br />
The financial statements include assets, liabilities and the results<br />
of the company and it’s subsidiaries that mentioned in note (2A)<br />
above assuming that the company acquire it.s share in the<br />
subsidiaries from January 1, 2007, taking into consideration that<br />
the actual acquisition date was October 28, 2007.<br />
3- Accounting Policies<br />
The main accounting policies that used in preparing the<br />
consolidated proforma financial statements are;<br />
3-1 Basis of consolidating the financial statements<br />
• The financial statements of the holding company and the<br />
subsidiaries have been prepared according to cost method<br />
except for some investments that have been evaluated with<br />
fair value in accordance to the Egyptian Accounting Standards<br />
and the prevailing laws and local regulations and note (2b)<br />
above.<br />
• Similar assets, liabilities, revenues and expenses items were<br />
consolidated in the holding company and its subsidiaries after<br />
eliminating the following:<br />
a- The <strong>Holding</strong> <strong>Company</strong>’s cost of investment in every subsidiary<br />
company against decreased it from the equity in the subsidiary<br />
company at the acquisition date and record the different between<br />
the investment cost and the holding company share in the book<br />
value of the subsidiaries equity as goodwill.<br />
Translation of financial statements<br />
originally issued in Arabic<br />
On yearly basis at the balance sheet date , goodwill is to be<br />
revaluated to decide wither to reduce the value of the goodwill<br />
in case of the decrease of the holding company fair value in the<br />
subsidiaries equity and record the decrease in the consolidated<br />
proforma income statement.<br />
b- The Inter-company transactions among the companies of the<br />
group especially:<br />
- The current accounts among the companies.<br />
- Notes Receivable /Payable among the companies.<br />
c- The sales, expenditures, revenue and dividends among the<br />
companies of the group during the year<br />
d- The unrealized profit at the consolidated balance sheet date<br />
among the companies of the group, which might appear in the<br />
assets balances in the consolidated proforma balance sheet date<br />
as inventory and fixed assets.<br />
e- Any differences between debit and credit balances resulting<br />
from the inter-companies transactions, which were recorded in<br />
one company and not in the other company’s records, were<br />
eliminated.<br />
f- The minority interest appears as a separate caption in the<br />
consolidated proforma financial statements as a percentage<br />
calculated on the basis of<br />
the ownership of the holding company in the subsidiaries.<br />
3-2 Foreign Currency Translations<br />
Transactions in foreign currencies are recorded at the rate prevailing<br />
at the date of the transaction. Monetary assets and liabilities<br />
denominated in foreign currencies are retranslated at the rate of<br />
exchange prevailing at the balance sheet date. All differences are<br />
taken to the income statement.Non monetary assets and non<br />
monetary liabilities valued at historical cost denominated in foreign<br />
currencies are retranslated at the rate of exchange ruling at the<br />
date of transaction.<br />
3-3 Property, plant and equipment<br />
a- Property, plant and equipment is stated at cost less accumulated<br />
depreciation and any impairment in value. Land is not depreciated.<br />
The cost includes all direct costs related to the acquiring of the<br />
asset, regarding the built internally assets , the cost includes the<br />
cost of materials, direct labour and all other direct costs that is<br />
required until it is ready to be used and also the cost of elimination<br />
the asset and fix the construction site.<br />
b- Depreciation is calculated on a straight line basis over the<br />
estimated useful lives of the assets as follows:
NOTES TO THE CONSOLIDATED PROFORMA FINANCIAL STATEMENTS<br />
31 December 2007<br />
Buildings & constructions 20 years<br />
Motor Vehicles 5 years<br />
Tools & equipments 8 years<br />
Furniture and other assets 8-10 years<br />
Computers 8 years<br />
The carrying values of property, plant and equipment are reviewed<br />
for impairment when events or changes in circumstances indicate<br />
the carrying value may not be re<strong>cover</strong>able. If any such indication<br />
exists and where the carrying values exceed the estimated<br />
re<strong>cover</strong>able amount, the assets are written down to their<br />
re<strong>cover</strong>able amount, being the higher of their fair value less costs<br />
to sell and their value in use.<br />
3-4 Expenditure incurred to replace a component of an item of<br />
property, plant and equipment that is accounted for separately is<br />
capitalised and the carrying amount of the component that is<br />
replaced is written off. Other subsequent expenditure is capitalised<br />
only when it increases future economic benefits of the related item<br />
of property, plant and equipment. All other expenditure is recognised<br />
in the income statement as the expense is incurred.<br />
3-5 Reclassify the real estate investments<br />
Real estates that built for future use is recorded as real estate<br />
investments under fixed assets class till it is finished, and then remeasure<br />
its fair value, recognising any profit or loss in the income<br />
statement.<br />
The real estate that transferred from real estate occupied by the<br />
company to real estate investments to be re-measured with the<br />
fair value and reclassified as real estate investments.<br />
The profit results from the re-measurement to be recognised in<br />
the equity and any loss to be recognised in the income statement.<br />
3-6 Project under construction:<br />
Projects under construction represent the amounts that are paid<br />
for the purpose of constructing or purchasing fixed assets until it<br />
is ready to be used in the operation, upon which it is transferred<br />
to fixed assets. Projects under construction are valued at cost.<br />
3-7 Investments<br />
Investments in associates<br />
Investments in associates are accounted for using the Equity<br />
method except for when investment are classified as available for<br />
sale according to the Egyptian accounting standards No. 32 None<br />
current assets held for sale and discontinued operations, these<br />
associates companies are those companies which the company<br />
has a major influence and which are not subsidiaries or joint<br />
venture. Investments in associates are recorded in the Balance<br />
sheet with cost in addition to company share of any changes in<br />
the net assets of associates company after deducting any<br />
impairment losses, the company’s income statement reflect its<br />
share in the result of associates companies.<br />
These investment include company’s share in the profit of<br />
subsidiaries according to their financial statements which ratified<br />
90-91<br />
Translation of financial statements<br />
originally issued in Arabic<br />
by their auditors and these investments are diluted by company<br />
share form the dividends declared according to investee's General<br />
Assembly Meeting decisions.<br />
The losses or revenues results from the transactions between the<br />
company and its affiliates are eliminated in the range of the<br />
company’s share in the affiliated companies<br />
Available-for-sale investments<br />
Available-for-sale investments are recognised and derecognised,<br />
on a trade date basis, when the <strong>Company</strong> becomes, or ceases to<br />
be, a party to the contractual provisions of the instrument. They<br />
are included in non current assets unless management intends to<br />
dispose of the investments within 12 months of the balance sheet<br />
date.<br />
Investments designated as available-for-sale investments are initially<br />
recorded at cost (except for non listed investments in the capital<br />
exchange market and subsequently measured at fair value. Changes<br />
in fair value are reported as a separate component of equity. Upon<br />
elimination of investments, the previously reported as “cumulative<br />
changes in fair value” within equity is to be included in the income<br />
statement for the period, except for impairments loss , and for non<br />
listed investments is to be recorded at cost less impairment loss.<br />
Financial investments held for trading<br />
Financial investments are classified as held for trading if they are<br />
acquired for the purpose of selling in the near term. They are<br />
measured at fair value, any gains or losses on investments held for<br />
trading are recognized in profit and loss.<br />
Investments in Bonds held to maturity<br />
Investments in Bonds held to maturity with fixed or determinable<br />
payments that are not quoted in an active market, are carried at<br />
amortized cost. Investment in bonds is classified as non current<br />
assets except for the bonds that due in the next financial period<br />
which will be classified as current assets.<br />
3-8 Inventories<br />
Inventories are stated at the lower of cost or net realizable value.<br />
Cost is determined as follows:<br />
Raw materials, spare parts, supplies and packaging materials: at<br />
cost using the weighted average method.<br />
Work in Progress and Finished goods Inventory – supplies direct<br />
cost and wages addition to indirect expenses according to Normal<br />
activate level.<br />
Net excepted value to be determined based on the estimated<br />
sales price less additional expected cost it is built or sold<br />
3-9 Accounts receivable<br />
Accounts receivable are stated at original invoice amount less a<br />
provision for any uncollectible amounts. An estimate for doubtful<br />
debts is made when collection of the full amount is no longer<br />
probable. Bad debts are written off when there is no possibility of<br />
re<strong>cover</strong>y.
NOTES TO THE CONSOLIDATED PROFORMA FINANCIAL STATEMENTS<br />
31 December 2007<br />
3-10 Accounts payable and accruals<br />
Liabilities are recognised for amounts to be paid in the future for<br />
goods or services received, whether billed by the supplier or not.<br />
3-11 Cash and Cash Equivalents<br />
Cash and cash equivalents consist of cash in hand, bank balances,<br />
and short-term deposits with an original maturity of three months<br />
or less, net of outstanding bank overdrafts if any.<br />
3-12 Provisions<br />
Provisions are recognised when the <strong>Company</strong> has an obligation<br />
(legal or constructive) arising from a past event, and the costs to<br />
settle the obligation are both probable and able to be reliably<br />
measured. Provisions are evaluated in each balance sheet date<br />
and adjusted to provide the most reasonable estimate.<br />
3-13 Revenue recognition<br />
Revenue from sales is recognised when the significant risks and<br />
rewards of ownership have passed to the buyer and the amount<br />
of revenue can be measured reliably.<br />
The revenue from services provided recorded when estimated the<br />
result transaction from completion transaction percentage in<br />
Balance Sheet date.<br />
Revenue from share profit recorded when there is right to receive<br />
it.<br />
3-14 Legal reserve<br />
According to the <strong>Company</strong>’s article of association, 5% of the net<br />
profits of the year is to be transferred to the legal reserve until this<br />
reserve reaches 50 % of the issued capital. The reserve is used upon<br />
a decision from the General Assembly Meeting based on the<br />
proposal of the Board Of Directors<br />
3-15 Impairment and uncollectability of financial assets<br />
The <strong>Company</strong> regularly assesses whether there is an indication<br />
that an asset could be impaired. If any such indication exists, the<br />
re<strong>cover</strong>able amount of the asset is compared with its carrying<br />
amount, and when the carrying amount of the asset exceeds its<br />
re<strong>cover</strong>able amount, the asset is considered impaired and is<br />
written down to its re<strong>cover</strong>able amount.<br />
A previously recognized impairment loss is reversed when there<br />
is a change in the re<strong>cover</strong>able amount of the asset to the extent<br />
of the previously recognized loss.<br />
3-16 Accounting estimates<br />
The preparation of financial statements in accordance with Egyptian<br />
Accounting Standards requires management to make estimates<br />
and assumptions that affect the reported amounts of assets,<br />
liabilities, revenues and expenses during the financial years. Actual<br />
results could differ from these estimates.<br />
3-17 Income tax<br />
Taxation is provided in accordance with Egyptian fiscal regulations.<br />
Translation of financial statements<br />
originally issued in Arabic<br />
Deferred income tax is provided, using the liability method, on all<br />
temporary differences at the balance sheet date between the tax<br />
bases of assets and liabilities and their carrying amounts.<br />
Deferred income tax assets and liabilities are measured at the tax<br />
rates that are expected to apply to the period when the asset is<br />
realised or the liability is settled, based on laws that have been<br />
enacted at the balance sheet date.<br />
Deferred income tax assets are recognised for all deductible<br />
temporary differences and carry-forward of unused tax assets and<br />
unused tax losses to the extent that it is probable that taxable<br />
profit will be available against which the deductible temporary<br />
differences and the carry-forward of unused tax assets and unused<br />
tax losses can be utilised..<br />
3-18 Cash flow statement<br />
The cash flow statement is prepared using the indirect method,<br />
for the purpose of preparing the cash flow statements , the cash<br />
and cash equivalent include cash on hand , cash at bank , short<br />
term deposits , treasury bills with maturity date three months or<br />
less deducting the bank over draft – if any.<br />
3-19 Related party transactions<br />
Related party transactions performed by the <strong>Company</strong> within its<br />
normal business transactions are recorded based on the conditions<br />
set by the board of directors.<br />
3-20 Borrowing<br />
Borrowings are initially recognized at the value of the consideration<br />
received. Amounts maturing within one year are classified as current<br />
liabilities, unless the <strong>Company</strong> has the right to postpone the<br />
settlement for a period exceeding twelve months after the balance<br />
sheet date, then the loan balance should be classified as long term<br />
liabilities<br />
3-21 Borrowing costs<br />
Borrowing costs are recorded in the statement of income as<br />
financing expenses except the borrowing costs directly related to<br />
the acquisition, construction or production of a qualifying assets<br />
which is included as part of the cost of the asset.<br />
3-22 Expenses<br />
All expenses including operating expenses, general and<br />
administrative expenses and other expenses are recognized and<br />
charged to the statement of income in the financial year in which<br />
these expenses were incurred.
NOTES TO THE CONSOLIDATED PROFORMA FINANCIAL STATEMENTS<br />
31 December 2007<br />
4- Property and Equipment - Net<br />
5- Projects Under Constructions<br />
31/12/2007<br />
LE<br />
Tahran building 15,315,724<br />
Computers and software 3,883,703<br />
Villa ( Al rehab ) 3,130,245<br />
Fixtures 2,373,015<br />
Al Nile hotel 259,875,322<br />
284,578,009<br />
6- Goodwill<br />
31/12/2007<br />
LE<br />
Arab <strong>Company</strong> for Projects and Urban Development 12,838,863,316<br />
Alexandria for Real Estate investment 3,213,291,698<br />
San Stefano for Real Estate Investment 479,535,364<br />
Alexandria for Urban Projects 47,725,750<br />
16,579,418,128<br />
92-93<br />
Translation of financial statements<br />
originally issued in Arabic<br />
Buildings Motor Tools Furniture Marine Computers Total<br />
& Vehicles & Equipments & Equipment<br />
Constructions Fixtures<br />
LE LE LE LE LE LE LE<br />
Cost<br />
At 1 January 2007 1,220,698,732 34,502,987 13,359,977 318,249,704 4,799,199 5,150,612 1,596,761,211<br />
Additions 1,058,197,671 8,190,433 3,689,051 85,112,057 201,340 3,170,694 1,158,561,246<br />
Disposals (66,090) (1,301,460) - (379,660) - - (1,747,210)<br />
At 31 December 2007 2,278,830,313 41,391,960 17,049,028 402,982,101 5,000,539 8,321,306 2,753,575,247<br />
Accumulated depreciation<br />
At 1 January 2007 (50,428,842) (15,251,299) (2,905,045) (69,944,647) (537,911) (1,788,266) (140,856,010)<br />
Depreciation charge (21,618,379) (6,796,085) (1,360,050) (27,302,904) (606,769) (815,880) (58,500,067)<br />
Disposals 13,548 1,054,924 - 61,879 - - 1,130,351<br />
At 31 December 2007 (72,033,673) (20,992,460) (4,265,095) (97,185,672) (1,144,680) (2,604,146) (198,225,726)<br />
Net carrying amount<br />
At 31 December 2007 2,206,796,640 20,399,500 12,783,933 305,796,429 3,855,859 5,717,160 2,555,349,521<br />
7- Available for Sale Investments<br />
31/12/2007<br />
LE<br />
Current Investments<br />
Free Zone Industry Area East Port Saied 16,287<br />
Egyptian International Medical Insurance 250,000<br />
Egyptian <strong>Company</strong> for Marketing and Distribution 500,000<br />
Suez Cement 581,700<br />
Arab African Bank Bonds 623,222<br />
Alexandria for Mineral Oil 659,439<br />
Al Delta for Sugar 1,621,971<br />
Housing and Development Bank 1,903,043<br />
Sinaa Cement 2,451,865<br />
Canal Maritime agency 2,610,000<br />
Mobinil 2,868,180<br />
Misr El Gedida for Housing and Development 2,969,928<br />
CIB 3,074,295<br />
Faisal Islamic Bank 3,282,904<br />
Orascom Telecom 3,334,640<br />
Elnaeem for <strong>Holding</strong> Investments 4,489,189<br />
Orascom for Constructions 5,578,950<br />
Financial <strong>Group</strong> Hermes 6,860,880<br />
6 of October <strong>Company</strong> for Development and Investments 10,927,116<br />
El Tayseer for Real Estate Finance <strong>Company</strong><br />
Non-Current Investments<br />
11,250,000<br />
Housing Development Bank Securities 57,930<br />
El Tameer for Real Estate Finance <strong>Company</strong> 6,650,000<br />
Other Investments 9,000,000<br />
Total 81,561,539<br />
Current Investments (65,853,609)<br />
Long Term Investments 15,707,930
NOTES TO THE CONSOLIDATED PROFORMA FINANCIAL STATEMENTS<br />
31 December 2007<br />
8- Investments in Associates<br />
Shares 31/12/2007<br />
participation LE<br />
Arab Egyptian for entertainment projects 50% 125,000<br />
Alexandria for projects management 32.5% 1,027,000<br />
Nile Besfour <strong>Company</strong> 31.77% 10,028,072<br />
Alexandria for tourism projects 24.25% 477,678<br />
Areez arab limited company 50% 22,050,000<br />
33,707,750<br />
9- Trading Investments<br />
31/12/2007<br />
LE<br />
Investments fund 13,000,048<br />
Huros investments fund 16,950,000<br />
Themar investments fund 674,553,037<br />
Export development bank investment fund 49,999,932<br />
Dune grosses overseas 80,094,663<br />
Antalis business corp 75,000,000<br />
Egyptians cables investments company 16,633<br />
909,614,313<br />
11- Constructions Work in Progress<br />
10- Accounts and Notes Receivables<br />
Short term Long term TOTAL<br />
31/12/2007<br />
LE<br />
Notes receivable 1,528,943,355 7,832,032,472 9,360,975,827<br />
Accounts receivable 201,663,516 - 201,663,516<br />
1,730,606,871 7,832,032,472 9,562,639,343<br />
Project Land Consultations Consultations Consultations Technical Financing Licenses Indirect Current Non Current Total<br />
and designs work of Managenent costs and other costs portion portion<br />
Alexandria and governments<br />
governorate Supervision fees<br />
costs<br />
LE LE LE LE LE LE LE LE LE LE LE<br />
Arab for projects and 2,164,282,270 171,500,090 1,211,189,577 - 30,527,533 - 75,719,378 1,129,698,835 79,482,687 4,703,434,996 4,782,917,683<br />
urban development<br />
San Stefano For Real 139,430,939 88,506,440 916,277,154 5,506,726 - 261,565,870 2,785,862 185,211,848 1,599,284,840 - 1,599,284,839<br />
Estate investment<br />
Alexandria For Real 584,197,060 124,051,241 1,286,627,403 - - 186,835,493 - 169,688,285 2,300,430,742 50,968,739 2,351,399,482<br />
Estate investment<br />
2,887,910,269 384,057,771 3,414,094,134 5,506,726 30,527,533 448,401,363 78,505,240 1,484,598,968 3,979,198,269 4,754,403,735 8,733,602,004<br />
12- Finished Units:<br />
Balance for this item is LE 12,382,134 represent in the finished units<br />
which return to the clients and available for sale.<br />
13- Inventory – Net<br />
31/12/2007<br />
LE<br />
Equipment 37,462,140<br />
Furniture 8,053,890<br />
(Loss) Utilize the hotel Inventory (23,312,254)<br />
22,203,776<br />
14- Prepayment and other Debit Balances<br />
Translation of financial statements<br />
originally issued in Arabic<br />
31/12/2007<br />
LE<br />
Contractors and accounts payable- down 237,347,701<br />
payment and tashwenat<br />
Received from abroad 10,609,524<br />
Transfers - cheques 23,690,941<br />
Accrued revenue 18,878,797<br />
Current accounts - Hotels 83,727,591<br />
Related parties ( Note 27 ) 54,658,456<br />
Receivables ?sale of investments 255,911,977<br />
Other debit balances 31,557,822<br />
716,382,809
NOTES TO THE CONSOLIDATED PROFORMA FINANCIAL STATEMENTS<br />
31 December 2007<br />
15- Cash and Cash Equivalents<br />
Local Foreign TOTAL<br />
currency currency 31/12/2007<br />
LE<br />
Time deposits 810,862,599 200,632,862 1,011,495,461<br />
Banks current accounts 50,521,660 151,467 50,673,153<br />
Cash on hand 10,058,382 - 10,058,382<br />
Treasury bills 2,410,334,761 - 2,410,334,761<br />
Cheques under collection 7,425,446 - 7,425,446<br />
3,289,202,848 200,784,329 3,489,987,177<br />
For cash flow preparation, cash and cash equivalents consist of<br />
31/12/2007<br />
LE<br />
Cash on hand and at banks 3,489,987,177<br />
Banks over draft (51,836,987)<br />
3,438,150,190<br />
16- Provisions<br />
31/12/2007<br />
LE<br />
Beginning Balance 5,988,201<br />
Used during the year -<br />
Ended Balance 5,988,201<br />
17- Accounts and Nots Payables<br />
31/12/2007<br />
LE<br />
Accounts payable and contractors 210,956,744<br />
Related parties ( Note 27 ) 17,528,531<br />
Notes payable 73,363,808<br />
301,849,083<br />
18- Customers Down Payment<br />
31/12/2007<br />
LE<br />
Customers down payment ( Al Rehab Project ) 346,641,269<br />
Customers down payment ( Nile Plaza Project ) 118,905,307<br />
Customers down payment ( Sharm El Sheikh Project ) 4,719,942<br />
Customers down payment ( San Stefano Project ) 1,229,678,655<br />
Customers down payment ( Al Rabowa Project ) 339,512,989<br />
2,039,458,162<br />
94-95<br />
19- Other Credit Balances<br />
Translation of financial statements<br />
originally issued in Arabic<br />
31/12/2007<br />
LE<br />
Dividend Payable 5,032,556<br />
Retentions Payable 157,394,623<br />
Accrued Salaries and Expenses 3,348,400<br />
New Urban Authority 4,726,851<br />
Subscription of the club 175,493,905<br />
Accrued Consultant Fees 16,343,983<br />
Club contribution for annual subscription renewal 16,678,071<br />
Other Creditors 488,851,138<br />
Treasury Stocks - Due to employees 37,600,000<br />
Hotels Current Account ? Renewal and Replacement 12,646,487<br />
Units Insurance 150,655,022<br />
1,068,771,036<br />
20- Share Capital<br />
The company’s authorized capital amounted to LE 50,000,000 and<br />
the issued and paid up capital LE 6,000,000 divided over 600,000<br />
share of LE 10 par value each.<br />
According to the Extraordinary General Assembly Meeting dated<br />
6, October 2007, the company’s authorized capital was amended<br />
to be LE 30,000,000,000 and the issued and paid capital was<br />
amended to be LE 18,152, 035,500 divided over 1,815,203,550 share<br />
of LE 10 par value each. Through share swap with the subsidiaries<br />
companies.<br />
According to the Extra Ordinary General Assembly Meeting dated<br />
28 October 2007, the company’s issued and paid up capital was<br />
increased to be LE 20,302,035,500 divided over 2,030,203,550 shares.<br />
The increase was paid and amounted to LE 2,150,000,000 and the<br />
premium share amounted to LE 1.6 per share by total amount LE<br />
344,000,000.<br />
- Share premium<br />
Premium share amounted to LE 1.6 per share by total amount LE<br />
344,000,000 and an amount of LE 185,880,702 was used to <strong>cover</strong><br />
the IPO expenses. Accordingly the net balance of the share premium<br />
is LE 158,119,298.<br />
21- Loans and Facilities<br />
The balance as of the financial statement date Amounted to LE<br />
2,064,041,037 comprised as follow :<br />
Short term Long term TOTAL<br />
31/12/2007<br />
Facilities * 98,625,259 35,600,000 134,225,259<br />
Loans * 258,490,415 1,671,325,363 1,929,815,778<br />
357,115,674 1,706,925,363 2,064,041,037<br />
* Facilities and loan’s maturity instalments within a year from issuing<br />
financial statements were recorded as a part of current liabilities<br />
noting that it is secured by commercial and securities.<br />
LE
NOTES TO THE CONSOLIDATED PROFORMA FINANCIAL STATEMENTS<br />
31 December 2007<br />
22- Long Term Liabilities<br />
31/12/2007<br />
LE<br />
Long term notes payable 18,977,755<br />
18,977,755<br />
Customer down payment ( Madinaty Project ) 8,264,992,594<br />
Customer down payment ( Al Rehab Project ) 1,700,877,729<br />
Customer down payment 1,238,086,236<br />
( Al Rehab Extension Project )<br />
Urban authority 2,132,849,604<br />
13,336,806,163<br />
13,355,783,918<br />
23- Sales and Cost of Sales<br />
31/12/2007<br />
LE<br />
- Revenue from sold units 1,598,606,173<br />
- Net revenue from hotel operation 228,624,500<br />
- Services revenues 48,487,121<br />
1,875,717,794<br />
- Operation Cost<br />
- Cost of Sold Units 997,858,624<br />
- Cost of Sold Services 27,208,440<br />
1,025,067,064<br />
24- Earnings Per Share<br />
Earnings per share are LE .66 according to the following:<br />
31/12/2007<br />
LE<br />
Net profit for the period 1,340,979,009<br />
Weighted average number of shares 2,030,203,550<br />
Earnings per share ,66<br />
25- Resreves<br />
General Reserve:<br />
According to the Extra ordinary General Assembly Meeting dated<br />
6, October 2007, the different results from shares swap of the<br />
company with the subsidiaries amounted LE 25,747,613 was<br />
transferred to general reserve.<br />
26- Deferred Tax Liability<br />
Deferred tax liability as of 31 December 2007 amounted to LE<br />
3,333,579 represents the depreciation for fixed assets and related<br />
to difference between tax depreciation and accounting depreciation<br />
as follows:<br />
31/12/2007<br />
LE<br />
Fixed assets 3,333,579<br />
3,333,579<br />
27- Related Party Transactions:<br />
To accomplish the company’s objectives, the company deals with<br />
some related companies with the same terms of the related parties<br />
Translation of financial statements<br />
originally issued in Arabic<br />
It delegates some assignments in El Rehab City’s project to them.<br />
It may as well pay off or settle some balances on behalf of them.<br />
These transactions balances appeared in the Assets and Liabilities<br />
in the Balance Sheet after the approval of the General Assembly of<br />
the <strong>Company</strong>.<br />
Alexandria <strong>Company</strong> for construction is the primary contractor for<br />
the companies' projects under the contracts signed by the<br />
companies.<br />
Al Basatin <strong>Company</strong> for Gardening and Landscaping performs the<br />
job of gardening and landscape for the Rehab project under the<br />
contract signed with the company.<br />
Prepayments Credit Transaction<br />
(debit ) balances type<br />
Alexandria for Constructions 53,649,352 16,764,035 Contractor<br />
<strong>Company</strong><br />
Al-Basatin <strong>Company</strong> for<br />
Gardening and Landscaping 1,009,104 764,496 Contractor<br />
54,658,456 17,528,531<br />
28-Tax Situation<br />
The company is subject to Tax Law 91 for 2005, because the<br />
<strong>Company</strong> started it’s activity in April 2007, the tax returns not yet<br />
submitted.<br />
29-Financial Instruments and Risk Management<br />
The <strong>Company</strong>’s financial instruments are represented in financial<br />
assets and financial liabilities. The financial assets include cash on<br />
hand and at banks, account receivable, debtors and other debit<br />
balances. The financial liabilities include banks overdrafts, accounts<br />
payable, creditors and other credit balances.<br />
The significant accounting policies applied for the recognition and<br />
measurement of the above mentioned financial assets and liabilities<br />
and the related income and expenses.<br />
Herein under the significant risk related to the financial instruments<br />
as well as the significant policies and procedures that applied by<br />
the company to reduce those risks.<br />
A- Credit Risk<br />
Credit risk represents the risk of default of the customers from not<br />
paying the amounts due, this risk is limited due to the expand<br />
number of customers that the company deals with and having<br />
sufficient guarantees to reduce the risk of default a customer , also<br />
follow up the customers through specific departments.<br />
B- Interest Rate Risk<br />
The company mitigates the impact of the interest rate changes<br />
on its operational results and the value of its financial assets and<br />
liabilities.<br />
C- Foreign Currency Risk<br />
The foreign currency risk is the risk that the value of the financial<br />
assets and liabilities and the related cash in flows, and out flows<br />
in foreign currencies will fluctuate due to changes in foreign<br />
currency exchange rates, this risk is limited as most of the company’s<br />
transactions are in local currency.
AUDITORS' REPORT TO THE SHAREHOLDERS OF<br />
TALAAT MOSTAFA GROUP HOLDING "TMG HOLDING" S.A.E<br />
We have audited the accompanying consolidated financial statements of <strong>Talaat</strong> Mostafa <strong>Group</strong> <strong>Holding</strong> “TMG <strong>Holding</strong>” “S.A.E” represented<br />
in the Consolidated Balance Sheet as of 31 December 2007 and the related consolidated statements of income, changes in shareholders’<br />
equity and cash flows for the period from 3 April 2007 (inception date) to 31 December 2007. These financial statements are the<br />
responsibility of the <strong>Company</strong>’s management. Our responsibility is to express an opinion on these financial statements based on our<br />
audit.<br />
We conducted our audit in accordance with the Egyptian Standards on Auditing and applicable Egyptian laws. The Egyptian Standards<br />
on Auditing require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial<br />
statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and<br />
disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant<br />
estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We obtained all<br />
information and disclosures, which we considered necessary for the purpose of our audit. We believe that our audit provides a reasonable<br />
basis for our opinion on the consolidated financial statements.<br />
In our opinion, the consolidated financial statements referred to above, and the notes attached present fairly in all material respects, the<br />
consolidated financial position of the <strong>Company</strong> for the period from 3 April 2007 (inception date) to 31 December 2007, and the results<br />
of its operations and its cash flows, for the period then ended in conformity with the Egyptian Accounting Standards, taking into<br />
consideration what was mentioned it the notes to the consolidated financial statements and the related Egyptian applicable laws and<br />
regulations.<br />
Cairo: 28 February 2008<br />
96-97<br />
Translation of financial statements<br />
originally issued in Arabic
Consolidated Balance Sheet<br />
31 December 2007<br />
Translation of financial statements<br />
originally issued in Arabic<br />
Notes 2007<br />
LE<br />
ASSETS<br />
Non-Current Assets<br />
Property and Equipment (3-3,4) 2,555,349,521<br />
Projects under Constructions (3-6,5) 284,578,009<br />
Goodwill (6) 15,001,718,712<br />
Available for Sale Investments (3-7,7) 15,707,930<br />
Investments in Associates (3-7,8) 33,707,750<br />
Notes Receivables (10) 7,832,032,472<br />
Construction Work (11) 4,754,403,735<br />
30,477,498,129<br />
Current Assets<br />
Finished Units (3-5,12) 12,382,134<br />
Under Construction Work (11) 3,979,198,269<br />
Inventory (Net) (3-8,13) 22,203,776<br />
Accounts and Notes Receivable - Short Term (10 1,730,606,871<br />
Prepayments and Other Debit Balances (3-9,14) 716,382,809<br />
Available for Sale Investments (7) 65,853,609<br />
Trading Investments (3-7,9) 909,614,313<br />
Cash on Hand and at Banks (3-11,15) 3,489,987,177<br />
Total current assets 10,926,228,958<br />
Current Liabilities<br />
Provisions (3-12,16) 5,988,201<br />
Banks Overdraft (3-20,15) 51,,836,987<br />
Creditors and Short Term Notes Payable (17) 301,849,083<br />
Current Portion of Loans and Facilities (3-20,20) 357,115,674<br />
Customers Down Payment (18) 2,039,458,162<br />
Other Credit Balances (3-10,19) 1,068,771,036<br />
Total Current Liabilities 3,825,019,143<br />
WORKING CAPITAL 7,101,209,815<br />
TOTAL INVESTMENTS 37,578,707,944<br />
Financed as follows:<br />
Issued and Paid up Capital (20) 20,302,035,500<br />
Share Premium (20) 158,119,298<br />
General Reserves (25) 25,747,613<br />
Treasury Stocks (3,009,297)<br />
Profit for the year 195,395,347<br />
TOTAL EQUITY 20,678,288,461<br />
Minority Interest 1,834,376,623<br />
Long Term Liabilities<br />
Loans and Facilities (3-20,21) 1,706,925,363<br />
Long Term Liabilities (22) 13,336,806,163<br />
Notes Payable 18,977,755<br />
Deferred Tax Liability (3-17,26) 3,333,579<br />
Total Long Term Liabilities 15,066,042,860<br />
Total Equity and Long Term Liabilities 37,578,707,944<br />
Chairman Financial Directors Auditors<br />
Hesham <strong>Talaat</strong> Mostafa Ghaleb A. Fayed Emad Hafez Ragheb Magdy Hashish
Consolidated Income Statement<br />
For the period from 3 April 2007 to 31 December 2007<br />
Financial Directors Chairman<br />
Ghaleb A. Fayed Hesham <strong>Talaat</strong> Mostafa<br />
- The accompanying notes from (1) to (29) are an integral part of these consolidated proforma financial statements.<br />
98-99<br />
Translation of financial statements<br />
originally issued in Arabic<br />
Notes 2007<br />
LE<br />
Revenue (3-13) 431,413,137<br />
Cost of Revenue (3-22) (175,446,620)<br />
GROSS PROFIT 255,966,517<br />
Marketing and Sales Expenses (3-22) (66,798,256)<br />
General and Administrative Expenses (3-22) (4,326,206)<br />
Finance Expenses (16,899,917)<br />
Credit Interest 19,926,251<br />
Other Income 9,846,378<br />
Investment Income (48,875)<br />
Income from Treasury Stocks 5,374,044<br />
Capital Gain 52,710<br />
(Loss) on Sale of Investment (49,825,776)<br />
Net Change in the Market Value of Investments 5,175,020<br />
Gain from Foreign Exchange Differences 2,022,690<br />
PROFIT BEFORE TAX 160,464,580<br />
Income Tax Expense (525,303)<br />
Deferred Tax Expense (320,004)<br />
NET PROFIT FOR THE YEAR AFTER TAX 159,619,273<br />
Minority Interest 35,776,074<br />
NET PROFIT FOR THE YEAR 195,395,347<br />
Earnings Per Share (24) 0.61
Consolidated Statement of Changes in Equity<br />
For the period from 3 April 2007 to 31 December 2007<br />
Share Share General Retained Treasury Total<br />
Capital premium reserves earnings shares<br />
LE LE LE LE LE LE<br />
Balance at 3 April 2007 6,000,000 - - - - 6,000,000<br />
Profit for the period - - - 195,395,347 - 195,395,347<br />
General Reserves - - 25,747,613 - - 25,747,613<br />
Issue of Share Capital 20,296,035,500 - - - - 20,296,035,500<br />
Share Premium - 158,119,298 - - - 158,119,298<br />
Treasury Shares - - - - (3,009,297) (3,009,297)<br />
Balance at 31 December 2007 20,302,035,500 158,119,298 25,747,613 195,395,347 (3,009,297) 20,678,288,461<br />
- The accompanying notes from (1) to (29) are an integral part of these consolidated proforma financial statements.<br />
Translation of financial statements<br />
originally issued in Arabic
Consolidated Cash Flow Statement<br />
For the period from 3 April 2007 to 31 December 2007<br />
Notes 2007<br />
LE<br />
OPERATING ACTIVITIES<br />
Profit for the year 195,395,347<br />
Adjustments to reconcile net income (loss) to cash flows<br />
from operating activities<br />
Depreciation 9,816,023<br />
Change in Market Value for Investments (5,175,020)<br />
Income Tax 845,307<br />
Operating profit before changes in working capital: 200,881,657<br />
(Increase) in Inventory (22,203,776)<br />
(Increase) in Finished Units (12,382,134)<br />
(Increase) in Development Properties (8,733,602,004)<br />
(Increase) in Short Term Accounts and Notes Receivables (1,730,606,871)<br />
(Increase) in Long Term Accounts and Notes Receivable (7,832,032,472)<br />
(Increase) in Prepayments and Other Debit Balances (716,382,809)<br />
(Increase) in Available for Sale Investments (81,561,539<br />
(Increase) in Investments in Associates (33,707,750<br />
(Increase) in Trading Investments (904,439,295)<br />
Increase in Short Term Accounts and Notes Payable 301,849,083<br />
Increase Long Term Notes Payable 18,977,755<br />
Increase in Current Portion of Loans and Facilities 357,115,674<br />
Increase in Customers Down Payment 2,039,458,162<br />
Increase in Other Credit Balances 1,067,925,727<br />
Increase in Provisions 5,988,201<br />
Net Cash from Operating Activities (16,074,722,390)<br />
INVESTING ACTIVITIES<br />
Purchase of Property and Equipment and Construction Work (2,849,743,550)<br />
Purchase of Investments (15,001,718,712)<br />
Net Cash used in Investing Activities (17,851,462,262)<br />
FINANCING ACTIVITIES<br />
Cash Proceeds from Issuing Shares 20,302,035,500<br />
Cash Proceeds from Premium Shares 158,119,298<br />
Increase in Minority Shareholders 1,834,376,623<br />
Purchase of Treasury Shares (3,009,297)<br />
Reserves 25,747,613<br />
Cash Received from Loans and Facilities 1,706,925,363<br />
Cash Received from Long Term Liabilities 13,340,139,742<br />
Net Cash from (used in) Financing Activities 37,364,334,842<br />
INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS 3,438,150,190<br />
Cash and Cash Equivalents at the beginning of the period -<br />
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 3,438,150,190<br />
- The accompanying notes from (1) to (29) are an integral part of these consolidated proforma financial statements.<br />
100-101<br />
Translation of financial statements<br />
originally issued in Arabic
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
31 December 2007<br />
1- Background<br />
<strong>Talaat</strong> Mostafa <strong>Group</strong> <strong>Holding</strong> ( S.A.E.). registered in Egypt under<br />
Commercial Registration numbered 187397 Under the provisions<br />
of law 92 of 1995 and its executive regulations in 13 February 2007.<br />
the company was registered in 3 April.<br />
The main objective of the <strong>Company</strong> is participating in the<br />
incorporation of shareholding companies or participating in the<br />
capital increase of those companies<br />
2- Scope of The Consolidated Financial Statements<br />
The consolidated financial statements include the subsidiaries,<br />
that <strong>Talaat</strong> Mostafa group holding owns more than 50% of their<br />
issued capital, as follow<br />
Shares<br />
participation<br />
Arab company for projects and urban development 99.9%<br />
Alexandria for real estate <strong>Company</strong> 98.6%<br />
San Stefano for real estate <strong>Company</strong> 98.34%<br />
The company owns indirect 27.32 % of San Stefano for real estate<br />
through its subsidiaries, Arab company for projects and urban<br />
development, Alex for real estate and Alex for Urban Projects.<br />
3- Accounting Policies<br />
The main accounting policies that used in preparing the<br />
consolidated financial statements are:<br />
3-1 Basis of consolidating the financial statements<br />
• The financial statements of the holding company and the<br />
subsidiaries have been prepared according to the cost method<br />
except for some investments that have been evaluated with<br />
fair value in accordance to the Egyptian Accounting Standards<br />
and the prevailing laws and local regulations<br />
The same accounting policies and basis that are used in<br />
preparing the interim financial statements.<br />
• Similar assets, liabilities, revenues and expenses items were<br />
consolidated in the holding company and its subsidiaries after<br />
eliminating the following:<br />
a- The <strong>Holding</strong> <strong>Company</strong>’s cost of investment in every subsidiary<br />
company against decreased it from the equity in the subsidiary<br />
company at the acquisition date and record the different between<br />
the investment cost and the holding company share in the book<br />
value of the subsidiaries equity as goodwill.<br />
On yearly basis at the balance sheet date , goodwill is to be<br />
revaluated to decide wither to reduce the value of the goodwill<br />
in case of the decrease of the holding company fair value in the<br />
subsidiaries equity and record the decrease in the consolidated<br />
income statement<br />
b- The Inter-company transactions among the companies of the<br />
group especially:<br />
Translation of financial statements<br />
originally issued in Arabic<br />
- The current accounts among the companies.<br />
- Notes Receivable /Payable among the companies.<br />
c- The sales, expenditures, revenue and dividends among the<br />
companies of the group during the period.<br />
d- The unrealized profit at the consolidated balance sheet date<br />
among the companies of the group, which might appear in the<br />
assets balances in the consolidated balance sheet date as inventory<br />
and fixed assets.<br />
e- Any differences between debit and credit balances resulting<br />
from the inter-companies transactions, which<br />
were recorded in one company and not in the other company’s<br />
records, were eliminated.<br />
f- The minority interest appears as a separate caption in the<br />
consolidated financial statements as a percentage calculated on<br />
the basis of the ownership of the holding company in the<br />
subsidiaries.<br />
3-2 Foreign Currency Translations<br />
Transactions in foreign currencies are recorded at the rate prevailing<br />
at the date of the transaction. Monetary assets and liabilities<br />
denominated in foreign currencies are retranslated at the rate of<br />
exchange prevailing at the balance sheet date. All differences are<br />
taken to the income statement. Non monetary assets and non<br />
monetary liabilities valued at historical cost denominated in foreign<br />
currencies are retranslated at the rate of exchange ruling at the<br />
date of transaction.<br />
3-3 Property, plant and equipment<br />
a- Property, plant and equipment is stated at cost less accumulated<br />
depreciation and any impairment in value. Land is not depreciated.<br />
The cost includes all direct costs related to the acquiring of the<br />
asset, regarding the built internally assets , the cost includes the<br />
cost of materials, direct labour and all other direct costs that is<br />
required until it is ready to be used and also the cost of elimination<br />
the asset and fix the construction site.<br />
b- Depreciation is calculated on a straight line basis over the<br />
estimated useful lives of the assets as follows:<br />
Buildings & constructions 20 years<br />
Motor Vehicles 5 years<br />
Tools & equipments 8 years<br />
Furniture and other assets 8-10 years<br />
Computers 8 years<br />
The carrying values of property, plant and equipment are reviewed<br />
for impairment when events or changes in circumstances indicate<br />
the carrying value may not be re<strong>cover</strong>able. If any such indication<br />
exists and where the carrying values exceed the estimated<br />
re<strong>cover</strong>able amount, the assets are written down to their<br />
re<strong>cover</strong>able amount, being the higher of their fair value less costs<br />
to sell and their value in use.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
31 December 2007<br />
3-4 Expenditure incurred to replace a component of an item of<br />
property, plant and equipment that is accounted for separately is<br />
capitalised and the carrying amount of the component that is<br />
replaced is written off. Other subsequent expenditure is capitalised<br />
only when it increases future economic benefits of the related<br />
item of property, plant and equipment. All other expenditure is<br />
recognised in the income statement as the expense is incurred.<br />
3-5 Reclassify the real estate investments<br />
Real estate's that built for future use is recorded as real estate<br />
investments under fixed assets class till it is finished, and then remeasure<br />
its fair value, recognising any profit or loss in the income<br />
statement.<br />
The real estate that transferred from real estate occupied by the<br />
company to real estate investments to be re-measured with the<br />
fair value and reclassified as real estate investments.<br />
The profit results from the re-measurement to be recognised in<br />
the equity and any loss to be recognised in the income statement.<br />
3-6 Project under construction:<br />
Projects under construction represent the amounts that are paid<br />
for the purpose of constructing or purchasing fixed assets until it<br />
is ready to be used in the operation, upon which it is transferred<br />
to fixed assets. Projects under construction are valued at cost.<br />
3-7 Investments<br />
Investments in associates<br />
Investments in associates are accounted for using the Equity<br />
method except for when investment are classified as available for<br />
sale according to the Egyptian accounting standards No. 32 None<br />
current assets held for sale and discontinued operations, these<br />
associates companies are those companies which the company<br />
has a major influence and which are not subsidiaries or joint<br />
venture. Investments in associates are recorded in the Balance<br />
sheet with cost<br />
In addition to company share of any changes in the net assets of<br />
associates company after deducting any impairment losses, the<br />
company’s income statement reflect its share in the result of<br />
associates companies.<br />
These investment include company’s share in the profit of<br />
subsidiaries according to their financial statements which ratified<br />
by their auditors and these investments are diluted by company<br />
share form the dividends declared according to investee's General<br />
Assembly Meeting decisions.<br />
The losses or revenues results from the transactions between the<br />
company and its affiliates are eliminated in the range of the<br />
company’s share in the affiliated companies<br />
Available-for-sale investments<br />
Available-for-sale investments are recognised and derecognised,<br />
on a trade date basis, when the <strong>Company</strong> becomes, or ceases to<br />
102-103<br />
Translation of financial statements<br />
originally issued in Arabic<br />
be, a party to the contractual provisions of the instrument. They<br />
are included in non current assets unless management intends to<br />
dispose of the investments within 12 months of the balance sheet<br />
date.<br />
Investments designated as available-for-sale investments are initially<br />
recorded at cost (except for non listed investments in the capital<br />
exchange market and subsequently measured at fair value. Changes<br />
in fair value are reported as a separate component of equity. Upon<br />
elimination of investments, the previously reported as “cumulative<br />
changes in fair value” within equity is to be included in the income<br />
statement for the period, except for impairments loss , and for non<br />
listed investments is to be recorded at cost less impairment loss.<br />
Financial investments held for trading<br />
Financial investments are classified as held for trading if they are<br />
acquired for the purpose of selling in the near term. They are<br />
measured at fair value, any gains or losses on investments held for<br />
trading are recognized in profit and loss.<br />
Investments in Bonds held to maturity<br />
Investments in Bonds held to maturity with fixed or determinable<br />
payments that are not quoted in an active market, are carried at<br />
amortized cost.<br />
Investment in bonds is classified as non current assets except for<br />
the bonds that due in the next financial period will be classified<br />
as current assets.<br />
3-8 Inventories<br />
Inventories are stated at the lower of cost or net realizable value.<br />
Cost is determined as follows:<br />
- Raw materials, spare parts, supplies and packaging materials:<br />
at cost using the weighted average method.<br />
- Work in Progress and Finished goods Inventory – supplies direct<br />
cost and wages addition to indirect expenses according to<br />
Normal activate level.<br />
- Net excepted value to be determined based on the estimated<br />
sales price less additional expected cost it is built or sold.<br />
3-9 Accounts receivable<br />
Accounts receivable are stated at original invoice amount less a<br />
provision for any uncollectible amounts. An estimate for doubtful<br />
debts is made when collection of the full amount is no longer<br />
probable. Bad debts are written off when there is no possibility of<br />
re<strong>cover</strong>y.<br />
3-10 Accounts payable and accruals<br />
Liabilities are recognised for amounts to be paid in the future for<br />
goods or services received, whether billed by the supplier or not.<br />
3-11 Cash and Cash Equivalents<br />
For the purpose of the cash flow statement, cash and cash<br />
equivalents consist of cash in hand, bank balances, and short-term<br />
deposits with an original maturity of three months or less, net of<br />
outstanding bank overdrafts if any.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
31 December 2007<br />
3-12 Provisions<br />
Provisions are recognised when the <strong>Company</strong> has an obligation<br />
(legal or constructive) arising from a past event, and the costs to<br />
settle the obligation are both probable and able to be reliably<br />
measured. Provisions are evaluated in each balance sheet date<br />
and adjusted to provide the most reasonable estimate.<br />
3-13 Revenue recognition<br />
Revenue from sales is recognised when the significant risks and<br />
rewards of ownership have passed to the buyer and the amount<br />
of revenue can be measured reliably.<br />
The revenue from prepaid service recorded when estimated the<br />
result transaction from completion transaction percentage in<br />
Balance Sheet date.<br />
Revenue from share profit recorded when there is right to<br />
receive it.<br />
3-14 Legal reserve<br />
According to the <strong>Company</strong>’s article of association, 5% of the net<br />
profits of the year is to be transferred to the legal reserve until this<br />
reserve reaches 50 % of the issued capital. The reserve is used upon<br />
a decision from the general assembly meeting based on the<br />
proposal of the board of directors<br />
3-15 Impairment and uncollectability of financial assets<br />
The <strong>Company</strong> regularly assesses whether there is an indication<br />
that an asset could be impaired. If any such indication exists, the<br />
re<strong>cover</strong>able amount of the asset is compared with its carrying<br />
amount, and when the carrying amount of the asset exceeds its<br />
re<strong>cover</strong>able amount, the asset is considered impaired and is written<br />
down to its re<strong>cover</strong>able amount.<br />
A previously recognized impairment loss is reversed when there<br />
is a change in the re<strong>cover</strong>able amount of the asset to the extent<br />
of the previously recognized loss.<br />
3-16 Accounting estimates<br />
The preparation of financial statements in accordance with Egyptian<br />
Accounting Standards requires management to make estimates<br />
and assumptions that affect the reported amounts of assets,<br />
liabilities, revenues and expenses during the financial years. Actual<br />
results could differ from these estimates.<br />
3-17 Income tax<br />
Taxation is provided in accordance with Egyptian fiscal regulations.<br />
Deferred income tax is provided, using the liability method, on all<br />
temporary differences at the balance sheet date between the tax<br />
bases of assets and liabilities and their carrying amounts.<br />
Deferred income tax assets and liabilities are measured at the tax<br />
rates that are expected to apply to the period when the asset is<br />
realised or the liability is settled, based on laws that have been<br />
enacted at the balance sheet date.<br />
Translation of financial statements<br />
originally issued in Arabic<br />
Deferred income tax assets are recognised for all deductible<br />
temporary differences and carry-forward of unused tax assets and<br />
unused tax losses to the extent that it is probable that taxable<br />
profit will be available against which the deductible temporary<br />
differences and the carry-forward of unused tax assets and unused<br />
tax losses can be utilised.<br />
3-18 Cash flow statement<br />
The cash flow statement is prepared using the indirect method,<br />
for the purpose of preparing the cash flow statements, the cash<br />
and cash equivalent include cash on hand , cash at bank , short<br />
term deposits , treasury bills with maturity date three months or<br />
less deducting the bank over draft – if any<br />
3-19 Related party transactions<br />
Related party transactions performed by the <strong>Company</strong> within its<br />
normal business transactions are recorded based on the conditions<br />
set by the board of directors.<br />
3-20 Borrowing<br />
Borrowings are initially recognized at the value of the consideration<br />
received. Amounts maturing within one year are classified as current<br />
liabilities, unless the <strong>Company</strong> has the right to postpone the<br />
settlement for a period exceeding twelve months after the balance<br />
sheet date, then the loan balance should be classified as long term<br />
liabilities<br />
3-21Borrowing costs<br />
Borrowing costs are recorded in the statement of income as<br />
financing expenses except the borrowing costs directly related to<br />
the acquisition, construction or production of a qualifying assets<br />
which is included as part of the cost of the asset.<br />
3-22 Expenses<br />
All expenses including operating expenses, general and<br />
administrative expenses and other expenses are recognized and<br />
charged to the statement of income in the financial year in which<br />
these expenses were incurred.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
31 December 2007<br />
4- Property and Equipment - Net<br />
5- Projects Under Constructions<br />
31/12/2007<br />
LE<br />
Tahran building 15,315,724<br />
Computers and software 3,883,703<br />
Villa ( Al rehab ) 3,130,245<br />
Fixtures 2,373,015<br />
Al Nile hotel 259,875,322<br />
284,578,009<br />
6- Goodwill<br />
31/12/2007<br />
LE<br />
Arab <strong>Company</strong> for Projects and Urban Development 12,522,306,279<br />
Alexandria for Real Estate Investment 1,982,306,076<br />
San Stefano for Real Estate Investments 449,380,607<br />
Alexandria for Urban Projects 47,725,750<br />
Total Good Will 15,001,718,712<br />
104-105<br />
Translation of financial statements<br />
originally issued in Arabic<br />
Buildings Motor Tools Furniture Marine Computers Total<br />
& Vehicles & Equipments & Equipment<br />
Constructions Fixtures<br />
LE LE LE LE LE LE LE<br />
Cost<br />
At 1 January 2007 1,220,698,732 34,502,987 13,359,977 318,249,704 4,799,199 5,150,612 1,596,761,211<br />
Additions 2,504,165 1,058,197,671 8,190,433 3,689,051 85,112,057 201,340 3,170,694 1,158,561,246<br />
Disposals (66,090) (1,301,460) - (379,660) - - (1,747,210)<br />
At 31 December 2007 2,278,830,313 41,391,960 17,049,028 402,982,101 5,000,539 8,321,306 2,753,575,247<br />
Accumulated depreciation<br />
At 1 January 2007 (50,428,842) (15,251,299) (2,905,045) (69,944,647) (537,911) (1,788,266) (140,856,010)<br />
Depreciation charge (21,618,379) (6,796,085) (1,360,050) (27,302,904) (606,769) (815,880) (58,500,067)<br />
Disposals 13,548 1,054,924 - 61,879 - - 1,130,351<br />
At 31 December 2007 (72,033,673) (20,992,460) (4,265,095) (97,185,672) (1,144,680) (2,604,146) (198,225,726)<br />
Net carrying amount<br />
At 31 December 2007 2,206,796,640 20,399,500 12,783,933 305,796,429 3,855,859 5,717,160 2,555,349,521<br />
7- Available for Sale Investments<br />
31/12/2007<br />
LE<br />
Current Investments<br />
Free Zone Industry Area East Port Saied 16,287<br />
Egyptian International Medical Insurance 250,000<br />
Egyptian <strong>Company</strong> for Marketing and Distribution 500,000<br />
Suez Cement 581,700<br />
Arab African Bank Bonds 623,222<br />
Alexandria for Mineral Oil 659,439<br />
Al Delta for Sugar 1,621,971<br />
Housing and Development Bank 1,903,043<br />
Sinaa Cement 2,451,865<br />
Canal Maritime agency 2,610,000<br />
Mobinil 2,868,180<br />
Misr El Gedida for Housing and Development 2,969,928<br />
CIB 3,074,295<br />
Faisal Islamic Bank 3,282,904<br />
Orascom Telecom 3,334,640<br />
Elnaeem for <strong>Holding</strong> Investments 4,489,189<br />
Orascom for Constructions 5,578,950<br />
Financial <strong>Group</strong> Hermes 6,860,880<br />
6 of October <strong>Company</strong> for Development and Investments 10,927,116<br />
El Tayseer for Real Estate Finance <strong>Company</strong><br />
Non-Current Investments<br />
11,250,000<br />
Housing Development Bank Securities 57,930<br />
El Tameer for Real Estate Finance <strong>Company</strong> 6,650,000<br />
Other Investments 9,000,000<br />
Total 81,561,539<br />
Current Investments (65,853,609)<br />
Long Term Investments 15,707,930
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
31 December 2007<br />
8- Investments in Associates<br />
Shares 31/12/2007<br />
participation LE<br />
Arab Egyptian for entertainment projects 50% 125,000<br />
Alexandria for projects management 32.5% 1,027,000<br />
Nile Besfour <strong>Company</strong> 31.77% 10,028,072<br />
Alexandria for tourism projects 24.25% 477,678<br />
Areez arab limited company 50% 22,050,000<br />
33,707,750<br />
9- Trading Investments<br />
31/12/2007<br />
LE<br />
Investments fund 13,000,048<br />
Huros investments fund 16,950,000<br />
Themar investments fund 674,553,037<br />
Export development bank investment fund 49,999,932<br />
Dune grosses overseas 80,094,663<br />
Antalis business corp 75,000,000<br />
Egyptians cables investments company 16,633<br />
909,614,313<br />
11- Work in Progress<br />
10- Notes Receivables<br />
Short term Long term TOTAL<br />
31/12/2007<br />
LE<br />
Notes Receivable 1,528,943,355 7,832,032,472 9,360,975,827<br />
Accounts Receivable 201,663,516 - 201,663,516<br />
1,730,606,871 7,832,032,472 9,562,639,343<br />
Project Land Consultations Consultations Consultations Technical Financing Licenses Indirect Current Non Current Total<br />
and designs work of Managenent costs and other costs portion portion<br />
Alexandria and governments<br />
governorate Supervision fees<br />
costs<br />
LE LE LE LE LE LE LE LE LE LE LE<br />
Arab for projects and 2,164,282,270 171,500,090 1,211,189,577 - 30,527,533 - 75,719,378 1,129,698,835 79,482,687 4,703,434,996 4,782,917,683<br />
urban development<br />
San Stefano For Real 139,430,939 88,506,440 916,277,154 5,506,726 - 261,565,870 2,785,862 185,211,848 1,599,284,840 - 1,599,284,839<br />
Estate investment<br />
Alexandria For Real 584,197,060 124,051,241 1,286,627,403 - - 186,835,493 - 169,688,285 2,300,430,742 50,968,739 2,351,399,482<br />
Estate investment<br />
2,887,910,269 384,057,771 3,414,094,134 5,506,726 30,527,533 448,401,363 78,505,240 1,484,598,968 3,979,198,269 4,754,403,735 8,733,602,004<br />
12- Finished Units:<br />
The balance of finished units is LE 12,382,134, represents the value<br />
of finished units returned from clients and available for sale.<br />
13- Inventory<br />
31/12/2007<br />
LE<br />
Equipment 37,462,140<br />
Furniture 8,053,890<br />
(Loss) Utilize the hotel Inventory (23,312,254)<br />
22,203,776<br />
14- Prepayment and other Debit Balances<br />
Translation of financial statements<br />
originally issued in Arabic<br />
31/12/2007<br />
LE<br />
Contractors and Accounts Payable Down<br />
Payment and Storage 237,347,701<br />
Received from Abroad 10,609,524<br />
Transfers – Cheques 23,690,941<br />
Accrued Revenue 18,878,797<br />
Hotels Current Accounts 83,727,591<br />
Related Parties (Note No. (27)) 54,658,456<br />
Investment Debtors 31,557,822<br />
Diverse Debtors 255,911,977<br />
716,382,809
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
31 December 2007<br />
15- Cash and Cash Equivalents<br />
Local Foreign TOTAL<br />
currency currency 31/12/2007<br />
LE<br />
Time Deposits 810,862,599 200,632,862 1,011,495,461<br />
Banks Current Accounts 50,521,660 151,467 50,673,127<br />
Cash on Hand 10,058,382 - 10,058,382<br />
Treasury Bills 2,410,334,761 - 2,410,334,761<br />
Cheques under collection 7,425,446 - 7,425,446<br />
3,289,202,848 200,784,329 3,489,987,177<br />
For the purpose of preparing the statement of cash flows the cash<br />
and cash equivalents consists of:<br />
31/12/2007<br />
LE<br />
Cash on Hand and at Banks 3,489,987,177<br />
Banks Overdraft (51,836,987)<br />
3,438,150,190<br />
16- Provisions<br />
31/12/2007<br />
LE<br />
Beginning Balance 5,988,201<br />
Used during the year -<br />
Ending Balance 5,988,201<br />
17- Creditors and Short Term Notes Payable<br />
31/12/2007<br />
LE<br />
Contractors and Accounts Payable 210,956,744<br />
Related parties ( Note No.(27)) 17,528,531<br />
Notes Payables * 73,363,808<br />
301,849,083<br />
* The earned cheques were recorded after a year of the financial<br />
statements in the long term liabilities (Note No. (22)).<br />
18- Customers Down Payment<br />
31/12/2007<br />
LE<br />
Customers down payment ( Al Rehab Project ) 346,641,269<br />
Customers down payment ( Nile Plaza Project ) 118,905,307<br />
Customers down payment ( Sharm El Sheikh Project ) 4,719,942<br />
Customers down payment ( San Stefano Project ) 1,229,678,655<br />
Customers down payment ( Al Rabwa Project ) 339,512,989<br />
2,039,458,162<br />
106-107<br />
19- Other Credit Balances<br />
Translation of financial statements<br />
originally issued in Arabic<br />
31/12/2007<br />
LE<br />
Dividend Payable 5,032,556<br />
Retentions Payable 157,394,623<br />
Accrued Salaries and Expenses 3,348,400<br />
New Urban Authority 4,726,851<br />
Subscription of the club 175,493,905<br />
Accrued Consultant Fees 16,343,983<br />
Club contribution for annual subscription renewal 16,678,071<br />
Other Creditors 488,851,138<br />
Treasury Stocks - Due to employees 37,600,000<br />
Hotels Current Account – Renewal and Replacement 12,646,487<br />
Units Insurance 150,655,022<br />
1,068,771,036<br />
20 – Share Capital<br />
The company’s authorized capital amounted to LE 50,000,000 and<br />
the issued capital amounted to LE 6,000,000 divided over 600,000<br />
share of LE 10 par value each.<br />
According to the Extra Ordinary General Assembly Meeting dated<br />
6 October 2007, the company’s authorized capital was amended<br />
to be LE 30,000,000,000 and the issued and paid up capital was<br />
amended to be LE 18,152,035,500 divided over 1,815,203,550 share<br />
of LE 10 par value each through share swap with the subsidiaries<br />
companies.<br />
According to the Extra Ordinary General Assembly Meeting dated<br />
28 October 2007, the company’s issued and paid up capital was<br />
increased to be LE 20,302,035,500 divided over 2,030,203,550 shares.<br />
The increase was paid and amounted to LE 2,150,000,000 and the<br />
premium share amounted to LE 1.6 per share by total amount LE<br />
344,000,000<br />
- Premium Share<br />
Premium share amounted to LE 1.6 per share by total amount LE<br />
344,000,000 and an amount of LE 185,880,702 was used to <strong>cover</strong><br />
the IPO expenses and the net balance of the share premium is LE<br />
158,119,298<br />
21- Loans and Facilities<br />
The balance on date of the financial statements is LE 2,064,041,037<br />
which consists of:<br />
Short term Long term TOTAL<br />
31/12/2007<br />
Facilities 98,625,259 35,600,000 134,225,259<br />
Loans * 258,490,415 1,671,325,363 1,929,815,778<br />
* The instalments due within the following year is recorded in the<br />
current liabilities and the loans are granted with commercial papers<br />
and financial securities<br />
LE<br />
357,115,674 1,706,925,363 2,064,041,037
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
31 December 2007<br />
22- Long Term Liabilities<br />
31/12/2007<br />
LE<br />
Long Term Notes Payable 18,977,755<br />
18,977,755<br />
Customer down payment ( Madinaty Project ) 8,264,992,594<br />
Customer down payment ( Al Rehab Project ) 1,700,877,729<br />
Customer down payment 1,238,086,236<br />
( Al Rehab Extension Project )<br />
Urban Authority 2,132,849,604<br />
13,336,806,163<br />
13,355,783,918<br />
23- Sales and Cost of Sales<br />
31/12/2007<br />
LE<br />
- Revenue from Sold Units 332,569,212<br />
- Net Revenue from Hotel Operation 57,465,428<br />
- Services Revenues 41,378,498<br />
431,413,138<br />
- Operation Cost<br />
- Cost of Sold Units 150,749,233<br />
- Cost of Sold Services 24,697,387<br />
175,446,620<br />
24- Earnings Per Share<br />
Earnings per share are LE .66 according to the following:<br />
25-Resreves<br />
31/12/2007<br />
LE<br />
Earnings:<br />
Net profit for the year attributable to equity 195,395,347<br />
holders of the Parent<br />
Shares:<br />
Weighted average number of shares 320,750,592<br />
outstanding for calculating EPS<br />
Earnings per share 0.61<br />
- General Reserve<br />
According to the Extra Ordinary General Assembly Meeting dated<br />
6 October 2007, the different results from shares swap of the<br />
company with the subsidiaries which amounted to LE 25,747,613<br />
were transferred to the general reserve.<br />
26-Deferred Tax Liability<br />
Deferred Tax Liability as of 31 December 2007 amounted to LE<br />
3,333,579 represents the deferred taxes of the fixed assets and<br />
related to difference between tax depreciation and accounting<br />
depreciation as follows:<br />
31/12/2007<br />
LE<br />
Fixed assets 3,333,579<br />
3,333,579<br />
27- Related Party Transactions<br />
It delegates some assignments in El Rehab City’s project to them.<br />
Translation of financial statements<br />
originally issued in Arabic<br />
It may as well pay off or settle some balances on behalf of them.<br />
These transactions balances appeared in the Assets and Liabilities<br />
in the Balance Sheet after the approval of the General Assembly<br />
of the <strong>Company</strong>.<br />
Alexandria <strong>Company</strong> for construction is the primary contractor for<br />
the companies' projects under the contracts signed by the<br />
companies.<br />
Al Basatin <strong>Company</strong> for Gardening and Landscaping performs the<br />
job of gardening and landscape for the Rehab project under the<br />
contract signed with the company.<br />
Prepayments Credit Transaction<br />
(debit ) balances type<br />
Alexandria for Constructions 53,649,352 16,764,035 Contractor<br />
<strong>Company</strong><br />
Al-Basatin <strong>Company</strong> for 1,009,104 764,496 Contractor<br />
Gardening and Landscaping<br />
54,658,457 17,528,531<br />
28- Tax Situation<br />
The company is subject to Tax Law 91 for 2005, because the<br />
<strong>Company</strong> started it’s activity in April 2007, the tax returns not yet<br />
submitted.<br />
29-Financial Instruments and Risk Management<br />
The <strong>Company</strong>’s financial instruments are represented in financial<br />
assets and financial liabilities. The financial assets include cash on<br />
hand and at banks, account receivable, debtors and other debit<br />
balances. The financial liabilities include banks overdrafts, accounts<br />
payable, creditors and other credit balances.<br />
The significant accounting policies applied for the recognition and<br />
measurement of the above mentioned financial assets and liabilities<br />
and the related income and expenses<br />
Herein under the significant risk related to the financial instruments<br />
as well as the significant policies and procedures that applied by<br />
the company to reduce those risks.<br />
A- Credit Risk<br />
Credit risk represents the risk of default of the customers from not<br />
paying the amounts due, this risk is limited due to the expand<br />
number of customers that the company deals with and having<br />
sufficient guarantees to reduce the risk of default a customer , also<br />
follow up the customers through specific departments.<br />
B- Interest Rate Risk<br />
The company mitigates the impact of the interest rate changes<br />
on its operational results and the value of its financial assets and<br />
liabilities.<br />
C- Foreign Currency Risk<br />
The foreign currency risk is the risk that the value of the financial<br />
assets and liabilities and the related cash inflows, and out flows in<br />
foreign currencies will fluctuate due to changes in foreign currency<br />
exchange rates, this risk is limited as most of the company’s<br />
transactions are in local currency.
Notes
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